The Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or employee or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, from time to time in the Administrative Agent’s or the Required Lenders reasonable discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be reasonably necessary to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives the Administrative Agent and any officer or employee or agent thereof the power and right (but without any obligation of the Administrative Agent to do so), on behalf of such Grantor, without notice to or assent by such Grantor to do the following: (i) to ask, demand, collect, receive and give acquittances and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Grantor or its own name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other Instruments for the payment of moneys due under any Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (ii) to pay or discharge taxes, liens, security interests or other Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof; and (iii) (A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, or as the Administrative Agent or the Required Lenders shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent or the Required Lenders may deem appropriate; (G) to license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any patent or trademark, throughout the world for such term or terms, on such conditions, and in such manner, as the Administrative Agent (or the Required Lenders) shall in its (or their) sole discretion determine; and (H) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s or the Required Lenders option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s, for its benefit and the ratable benefit of the Secured Parties, Lien therein, in order to effect the intent of this Security Agreement, all as fully and effectively as such Grantor might do. (b) The Administrative Agent agrees that, except upon the occurrence and during the continuation of an Event of Default, it will not exercise the power of attorney or any rights granted to the Administrative Agent and any officer or employee or agent thereof pursuant to this Section 8 except for the rights granted under clause (ii) of paragraph (a) above. Each Grantor hereby ratifies, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof. THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 8 IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE. (c) The powers conferred on the Administrative Agent and any officer or employee or agent hereunder are solely to protect the Administrative Agent’s, for its benefit and the ratable benefit of the Secured Parties, interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its affiliates, officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act, except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment. (d) Each Grantor also authorizes the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, and any officer or employee or agent thereof, at any time and from time to time upon the occurrence and during the continuation of any Event of Default, (i) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Grantor in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale provided for in Section 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Quintana Energy Services Inc.), Second Lien Credit Agreement (Quintana Energy Services Inc.)
The Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or employee or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, from time to time in the Administrative Agent’s or the Required Lenders reasonable discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all reasonably appropriate action and to execute and deliver any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Security Agreement Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and any officer or employee or agent thereof the power and right (but without any obligation of the Administrative Agent to do so)right, on behalf of such Grantor, without notice to or assent by such Grantor Grantor, to do any or all of the following:
(i) pay or discharge Taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;
(ii) execute, in connection with any sale provided for in Section 7.4 or Section 7.5, any endorsements, assignments or other instruments of conveyance or transfer with respect to ask, demand, collect, receive and give acquittances and receipts the Collateral; and
(iii) (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due and or to become due under any Collateral and, in thereunder directly to the name of such Grantor Administrative Agent or its own name or otherwise, to as the Administrative Agent shall direct; (B) take possession of and endorse indorse and collect any checks, drafts, notes, acceptances or other Instruments instruments for the payment of moneys due under any Collateral Account, Instrument, General Intangible, Chattel Paper or Payment Intangible or with respect to any other Collateral, and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and or all such moneys due under any Collateral whenever payable and Account, Instrument or General Intangible or with respect to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable;
; (iiC) to pay ask or discharge taxesdemand for, liens, security interests or other Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof; and
(iii) (A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys duecollect, and to become due thereunder, directly to the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, or as the Administrative Agent or the Required Lenders shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due, and due or to become due at any time, time in respect of or arising out of any Collateral; (CD) to sign and endorse indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications verifications, notices and notices other documents in connection with accounts and other Documents constituting or relating to any of the Collateral; (DE) receive, change the address for delivery, open and dispose of mail addressed to any Grantor, and execute, assign and indorse negotiable and other instruments for the payment of money, documents of title or other evidences of payment, shipment or storage for any form of Collateral on behalf of and in the name of any Grantor; (F) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part portion thereof and to enforce any other right in respect of any Collateral; (EG) to defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (FH) to settle, compromise or adjust any such suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent or the Required Lenders may deem appropriate; (GI) assign any Patent or Trademark (along with the goodwill of the business to license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, which any patent or trademark, such Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner, manner as the Administrative Agent (or the Required Lenders) shall in its (or their) sole discretion determine; and (HJ) generally to generally, sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s or the Required Lenders option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s, for its benefit ’s and the ratable benefit of the other Secured Parties, Lien therein, in order ’ security interests therein and to effect the intent of this Security Agreement, all as fully and effectively as such Grantor might do. Anything in this subsection to the contrary notwithstanding, the Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for in this subsection unless an Event of Default shall have occurred and be continuing. The Administrative Agent shall give the relevant Grantor notice of any action taken pursuant to this subsection when reasonably practicable; provided that the Administrative Agent shall have no liability for the failure to provide any such notice.
(b) If any Grantor fails to perform or comply with any of its agreements contained herein within the applicable grace periods, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.
(c) The out-of-pocket expenses of the Administrative Agent agrees that, except upon the occurrence and during the continuation of an Event of Default, it will not exercise the power of attorney or any rights granted incurred in connection with actions undertaken as provided in this Section shall be payable by such Grantor to the Administrative Agent and any officer or employee or agent thereof pursuant to this Section 8 except for the rights granted under clause on demand.
(iid) of paragraph (a) above. Each Grantor hereby ratifies, to the extent permitted by law, ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereofhereof and in compliance herewith. THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 8 IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE.
(c) The powers conferred on the Administrative Agent All powers, authorizations and any officer or employee or agent hereunder agencies contained in this Agreement are solely to protect the Administrative Agent’s, for its benefit coupled with an interest and are irrevocable until this Agreement is terminated and the ratable benefit of the Secured Parties, security interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its affiliates, officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act, except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentcreated hereby are released.
(d) Each Grantor also authorizes the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, and any officer or employee or agent thereof, at any time and from time to time upon the occurrence and during the continuation of any Event of Default, (i) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Grantor in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale provided for in Section 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Fox Factory Holding Corp), Revolving Credit Agreement (Fox Factory Holding Corp)
The Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or employee or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, from time to time in the Administrative Agent’s or the Required Lenders reasonable discretion, for the purpose of carrying out the terms of this Security Agreement, to to, upon the occurrence and continuation of an Event of Default, take any and all reasonably appropriate action and to execute and deliver any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Security Agreement Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and any officer or employee or agent thereof the power and right (but without any obligation of the Administrative Agent to do so)right, on behalf of such Grantor, without notice to or assent by such Grantor Grantor, to do any or all of the following:
(i) pay or discharge Taxes and Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), effect any repairs or any insurance called for by the terms of this Agreement which the Grantors have not made or provided and pay all or any part of the premiums therefor and the costs thereof;
(ii) execute, in connection with any sale provided for in Section 7.4 or Section 7.5, any endorsements, assignments or other instruments of conveyance or transfer with respect to ask, demand, collect, receive and give acquittances and receipts the Collateral; and
(iii) (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due and or to become due under any Collateral and, in thereunder directly to the name of such Grantor Administrative Agent or its own name or otherwise, to as the Administrative Agent shall direct; (B) take possession of and endorse indorse and collect any checks, drafts, notes, acceptances or other Instruments instruments for the payment of moneys due under any Collateral Account, Instrument, General Intangible, Chattel Paper or Payment Intangible or with respect to any other Collateral, and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and or all such moneys due under any Collateral whenever payable and Account, Instrument or General Intangible or with respect to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable;
; (iiC) to pay ask or discharge taxesdemand for, liens, security interests or other Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof; and
(iii) (A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys duecollect, and to become due thereunder, directly to the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, or as the Administrative Agent or the Required Lenders shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due, and due or to become due at any time, time in respect of or arising out of any Collateral; (CD) to sign and endorse indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications verifications, notices and notices other documents in connection with accounts and other Documents constituting or relating to any of the Collateral; (DE) receive, change the address for delivery, open and dispose of mal addressed to any Grantor, and execute, assign and indorse negotiable and other instruments for the payment of money, documents of title or other evidences of payment, shipment or storage for any form of Collateral on behalf of and in the name of any Grantor; (F) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part portion thereof and to enforce any other right in respect of any Collateral; (EG) to defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (FH) to settle, compromise or adjust any such suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent or the Required Lenders may deem appropriate; (GI) assign any Patent or Trademark (along with the goodwill of the business to license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, which any patent or trademark, such Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner, manner as the Administrative Agent (or the Required Lenders) shall in its (or their) sole discretion determine; and (HJ) generally to generally, sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s or the Required Lenders option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s, for its benefit ’s and the ratable benefit of the other Secured Parties, Lien therein, in order ’ security interests therein and to effect the intent of this Security Agreement, all as fully and effectively as such Grantor might do.
(b) The . Anything in this subsection to the contrary notwithstanding, the Administrative Agent agrees that, except upon the occurrence and during the continuation of an Event of Default, that it will not exercise any rights under the power of attorney or provided for in this subsection unless an Event of Default shall have occurred and be continuing. The Administrative Agent shall give the relevant Grantor notice of any rights granted action taken pursuant to this subsection when reasonably practicable; provided that the Administrative Agent and any officer or employee or agent thereof pursuant to this Section 8 except shall have no liability for the rights granted under clause (ii) of paragraph (a) above. Each Grantor hereby ratifies, failure to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof. THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 8 IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE.
(c) The powers conferred on the Administrative Agent and any officer or employee or agent hereunder are solely to protect the Administrative Agent’s, for its benefit and the ratable benefit of the Secured Parties, interests in the Collateral and shall not impose any duty upon it to exercise provide any such powers. The Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its affiliates, officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act, except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentnotice.
(d) Each Grantor also authorizes the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, and any officer or employee or agent thereof, at any time and from time to time upon the occurrence and during the continuation of any Event of Default, (i) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Grantor in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale provided for in Section 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Landmark Infrastructure Partners LP)
The Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or employee or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, from time to time during the occurrence and continuance of an Event of Default in the Administrative Agent’s or the Required Lenders reasonable discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives the Administrative Agent and any officer or employee or agent thereof the power and right (but without any obligation of the Administrative Agent to do so)right, on behalf of such Grantor, without notice to or assent by such Grantor to do the following, in each case subject to the terms of the Intercreditor Agreement:
(i) to ask, demand, collect, receive and give acquittances and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Grantor or its own name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other Instruments for the payment of moneys due under any Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable;
(ii) to pay or discharge taxes, liens, security interests or other Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof; and
(iii) (A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent or as the Administrative Agent or the Required Lenders shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent or the Required Lenders may deem appropriate; (G) to license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any patent patent, trademark or trademarkcopyright, throughout the world for such term or terms, on such conditions, and in such manner, as the Administrative Agent (or the Required Lenders) shall in its (or their) sole discretion determine; and (H) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s or the Required Lenders option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s, for its benefit and the ratable benefit of the Secured Parties, ’s Lien therein, in order to effect the intent of this Security Agreement, all as fully and effectively as such Grantor might do.
(b) The Administrative Agent agrees that, except upon the occurrence and during the continuation of an Event of Default, it will not exercise the power of attorney or any rights granted to the Administrative Agent and any officer or employee or agent thereof pursuant to this Section 8 except for the rights granted under clause (ii) of paragraph (a) above9. Each Grantor hereby ratifies, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof. THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 8 IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLEThe power of attorney granted pursuant to this Section 9 is a power coupled with an interest and shall be irrevocable.
(c) The powers conferred on the Administrative Agent and any officer or employee or agent hereunder are solely to protect the Administrative Agent’s, for its benefit and the ratable benefit of the Secured Parties, ’s interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its affiliates, officers, partners, directors, employees or agents shall be responsible to any Grantor for any act or failure to act, except for its own gross negligence or willful misconduct misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction in a final and non-appealable judgmentjurisdiction.
(d) Each Grantor also authorizes the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, and any officer or employee or agent thereof, at any time and from time to time upon the occurrence and during the continuation of any Event of Default, subject to the terms of the Intercreditor Agreement, (i) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Grantor in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the a sale provided for in Section 10 11 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
Appears in 2 contracts
Samples: Security Agreement (Pioneer Energy Services Corp), Term Loan Agreement (Pioneer Energy Services Corp)
The Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or employee or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, from time to time in the Administrative Agent’s or the Required Lenders reasonable discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be reasonably necessary to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives the Administrative Agent and any officer or employee or agent thereof the power and right (but without any obligation of the Administrative Agent to do so)right, on behalf of such Grantor, without notice to or assent by such Grantor to do the following:
(i) to ask, demand, collect, receive and give acquittances and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Grantor or its own name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other Instruments for the payment of moneys due under any Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable;
(ii) to pay or discharge taxes, liens, security interests or other Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof; and
(iii) (A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent or as the Administrative Agent or the Required Lenders shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent or the Required Lenders may deem appropriate; (G) to license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any patent or trademark, throughout the world for such term or terms, on such conditions, and in such manner, as the Administrative Agent (or the Required Lenders) shall in its (or their) sole discretion determine; and (H) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s or the Required Lenders option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s, for its benefit and the ratable benefit of the Secured Parties, ’s Lien therein, in order to effect the intent of this Security Agreement, all as fully and effectively as such Grantor might do.
(b) The Administrative Agent agrees that, except upon the occurrence and during the continuation of an Event of Default, it will not exercise the power of attorney or any rights granted to the Administrative Agent and any officer or employee or agent thereof pursuant to this Section 8 except for the rights granted under clause (ii) of paragraph (a) above. Each Grantor hereby ratifies, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof. THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 8 IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE.
(c) The powers conferred on the Administrative Agent and any officer or employee or agent hereunder are solely to protect the Administrative Agent’s, for its benefit and the ratable benefit of the Secured Parties, ’s interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its affiliates, officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act, except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentmisconduct.
(d) Each Grantor also authorizes the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, and any officer or employee or agent thereof, at any time and from time to time upon the occurrence and during the continuation of any Event of Default, (i) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Grantor in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale provided for in Section 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
Appears in 2 contracts
Samples: Credit Agreement (Quintana Energy Services Inc.), Credit Agreement (Quintana Energy Services Inc.)
The Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Subject to Section 6(b) below, each Grantor hereby irrevocably constitutes and appoints the Administrative Agent Agent, and any officer or employee or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, from time to time in at the Administrative Agent’s or the Required Lenders reasonable discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives the Administrative Agent and any officer or employee or agent thereof the power and right (but without any obligation of the Administrative Agent to do so)right, on behalf of such Grantor, without notice to or assent by such Grantor to do the following:
(i) to ask, demand, collect, receive and give acquittances and receipts for any and all moneys monies due and or to become due under any Collateral and, in the name of such Grantor or Grantor, in its own name or otherwise, otherwise to take possession of and of, endorse and collect any checks, drafts, notes, acceptances or other Instruments for the payment of moneys monies due under any Collateral and to file any claim or to take or commence any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys monies due under any Collateral whenever payable;
(ii) to pay or discharge taxesany Liens, liensincluding, security interests or other Liens without limitation, any tax lien, levied or placed on or threatened against the Collateral (other than Permitted Liens)Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof, which actions shall be for the benefit of the Administrative Agent and not any Grantor; and
(iii) to (A1) to direct any party person liable for any payment under or in respect of any of the Collateral to make payment of any and all moneys due, and monies due or to become due thereunder, thereunder directly to the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent or as the Administrative Agent or the Required Lenders shall direct; , (B2) to receive payment of and receipt for any and all moneysmonies, claims and other amounts due, and due or to become due at any time, time arising out of or in respect of or arising out of any Collateral; , (C3) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtorsGrantors, assignments, verifications and notices in connection with accounts Accounts and other Instruments and Documents constituting or relating to the Collateral; , (D4) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; , (E5) to defend any suit, action or proceeding brought against such any Grantor with respect to any Collateral; , (F6) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent or the Required Lenders may deem appropriate; , (G7) to license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any patent or trademark, throughout the world for such term or terms, on such conditions, and in such manner, as the Administrative Agent (or the Required Lenders) shall in its (or their) sole discretion determine; and (H) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s or the Required Lenders option and such Grantor’s the Grantors’ expense, at any time, or from time to time, all acts and things which the Administrative Agent may reasonably deems deem necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s, for its benefit and the ratable benefit of the Secured Parties, Lien therein, ’s security interest therein in order to effect the intent of this Security Agreement, all as fully and effectively as such Grantor Grantors might do.
(b) The Administrative Agent agrees that, except upon the occurrence and during the continuation of an Event of Default, it will shall not exercise the power of attorney or any rights granted to the Administrative Agent and any officer or employee or agent thereof pursuant to this Section 8 except for the rights granted under clause (ii) of paragraph (a) above6. Each Grantor hereby ratifies, to the extent permitted not prohibited by law, all that said attorneys attorney shall lawfully do or cause to be done by virtue hereof. THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 8 IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLEThe power of attorney granted pursuant to this Section 6 is a power coupled with an interest and shall be irrevocable until the Secured Obligations are completely and paid and performed in full.
(c) The powers conferred on the Administrative Agent and any officer or employee or agent hereunder are solely to protect the Administrative Agent’s, for its benefit and the ratable benefit of the Secured Parties, ’s interests in the Collateral and shall not impose any duty upon it the Administrative Agent to exercise any such powers. Except to the extent Section 9207 of the UCC imposes a duty or a duty is otherwise imposed by applicable law, the Administrative Agent shall have no duty as to any Collateral, including any responsibility for (a) taking any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral or (b) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Investment Property, whether or not the Administrative Agent has or is deemed to have knowledge of such matters. Without limiting the generality of the preceding sentence, the Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of any of the Collateral if it takes such action for that purpose as any Grantor reasonably requests in writing at times other than upon the occurrence and during the continuance of any Event of Default. Failure of the Administrative Agent to comply with any such request at any time shall not in itself be deemed a failure to exercise reasonable care. The Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its affiliates, officers, directors, employees employees, agents or agents representatives shall be responsible to any Grantor the Grantors for any act or failure to act, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentmisconduct.
(d) Each Grantor also authorizes the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, and any officer or employee or agent thereof, at any time and from time to time upon the occurrence and during the continuation of any Event of Default, to (i) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such any Grantor in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale of Collateral provided for in Section 10 hereof7, below, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
(e) If any Grantor fails to perform or comply with any of its agreements contained herein and the Administrative Agent, as provided for by the terms of this Security Agreement, shall perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses, including attorneys’ fees and costs, of the Administrative Agent incurred in connection with such performance or compliance, together with interest thereon at a rate of interest equal to the per annum rate of interest charged on the Advances, shall be payable by the Grantors to the Administrative Agent within five (5) Banking Days of demand and shall constitute Secured Obligations secured hereby.
Appears in 2 contracts
Samples: Security Agreement (West Marine Inc), Security Agreement (West Marine Inc)
The Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Subject to Section 6(b) below, each Grantor hereby irrevocably constitutes and appoints the Administrative Agent Agent, and any officer or employee or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, from time to time in at the Administrative Agent’s or the Required Lenders reasonable discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives the Administrative Agent and any officer or employee or agent thereof the power and right (but without any obligation of the Administrative Agent to do so)right, on behalf of such Grantor, without notice to or assent by such Grantor to do the followingfollowing after the occurrence and during the continuance of an Event of Default:
(i) to ask, demand, collect, receive and give acquittances and receipts for any and all moneys monies due and or to become due under any Collateral and, in the name of such Grantor or Grantor, in its own name or otherwise, otherwise to take possession of and of, endorse and collect any checks, drafts, notes, acceptances or other Instruments for the payment of moneys monies due under any Collateral and to file any claim or to take or commence any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys monies due under any Collateral whenever payable;
(ii) to pay or discharge taxes, any liens, security interests or other Liens including, without limitation, any tax lien, levied or placed on or threatened against the Collateral (other than Permitted Liens)Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof, which actions shall be for the benefit of the Administrative Agent and not any Grantor; and
(iii) to (A1) to direct any party person liable for any payment under or in respect of any of the Collateral to make payment of any and all moneys due, and monies due or to become due thereunder, thereunder directly to the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent or as the Administrative Agent or the Required Lenders shall direct; , (B2) to receive payment of and receipt for any and all moneysmonies, claims and other amounts due, and due or to become due at any time, time arising out of or in respect of or arising out of any Collateral; , (C3) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtorsGrantors, assignments, verifications and notices in connection with accounts Accounts and other Instruments and Documents constituting or relating to the Collateral; , (D4) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; , (E5) to defend any suit, action or proceeding brought against such any Grantor with respect to any Collateral; , (F6) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent or the Required Lenders may deem appropriate; , (G7) to license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any patent or trademark, throughout the world for such term or terms, on such conditions, and in such manner, as the Administrative Agent (or the Required Lenders) shall in its (or their) sole discretion determine; and (H) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s or the Required Lenders option and such Grantor’s the Grantors’ expense, at any time, or from time to time, all acts and things which the Administrative Agent reasonably deems may deem necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s, for its benefit and the ratable benefit of the Secured Parties, Lien therein, ’s security interest therein in order to effect the intent of this Security Agreement, all as fully and effectively as such Grantor Grantors might do.
(b) The Administrative Agent agrees that, except upon the occurrence and during the continuation of an Event of Default, it will shall not exercise the power of attorney or any rights granted to the Administrative Agent and any officer or employee or agent thereof pursuant to this Section 8 except for the rights granted under clause (ii) of paragraph (a) above6. Each Grantor hereby ratifies, to the extent permitted not prohibited by applicable law, all that said attorneys attorney shall lawfully do or cause to be done by virtue hereof. THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 8 IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLEThe power of attorney granted pursuant to this Section 6 is a power coupled with an interest and shall be irrevocable until the Secured Obligations are completely and indefeasibly paid and performed in full.
(c) The powers conferred on the Administrative Agent and any officer or employee or agent hereunder are solely to protect the Administrative Agent’s, for its benefit and the ratable benefit of the Secured Parties, ’s interests in the Collateral and shall not impose any duty upon it the Administrative Agent to exercise any such powers. The Administrative AgentAgent shall have no duty as to any Collateral, including any responsibility for its benefit and (a) taking any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral or (b) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Investment Property, whether or not the ratable benefit Administrative Agent has or is deemed to have knowledge of such matters. Without limiting the generality of the Secured Partiespreceding sentence, the Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of any of the Collateral if it takes such action for that purpose as any Grantor reasonably requests in writing at times other than upon the occurrence and during the continuance of any Event of Default. Failure of the Administrative Agent to comply with any such request at any time shall not in itself be deemed a failure to exercise reasonable care. The Administrative Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its affiliates, officers, directors, employees employees, agents or agents representatives shall be responsible to any Grantor the Grantors for any act or failure to act, except for its own gross negligence or willful misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction in a final and non-appealable judgmentjurisdiction.
(d) Each Grantor also authorizes the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, and any officer or employee or agent thereof, at any time and from time to time upon the occurrence and during the continuation of any Event of Default, to (i) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such any Grantor in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale of Collateral provided for in Section 10 hereof7, below, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
(e) If any Grantor fails to perform or comply with any of its agreements contained herein and the Administrative Agent, as provided for by the terms of this Security Agreement, shall perform or comply, or otherwise cause performance or compliance, with such agreement, the expenses, including attorneys’ fees and costs, of the Administrative Agent incurred in connection with such performance or compliance, together with interest thereon at a rate of interest equal to the per annum rate of interest charged on the Loans, shall be payable by the Grantors to the Administrative Agent within ten (10) Business Days of demand and shall constitute Secured Obligations secured hereby.
Appears in 1 contract
The Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or employee or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, from time to time in the Administrative Agent’s or the Required Lenders reasonable discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all reasonably appropriate action and to execute and deliver any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Security Agreement Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and any officer or employee or agent thereof the power and right (but without any obligation of the Administrative Agent to do so)right, on behalf of such Grantor, without notice to or assent by such Grantor Grantor, to do any or all of the following:
(ia) pay or discharge Taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;
(b) execute, in connection with any sale provided for in Section 7.4 or Section 7.5, any endorsements, assignments or other instruments of conveyance or transfer with respect to ask, demand, collect, receive and give acquittances and receipts the Collateral;
(A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due and or to become due under any Collateral and, in thereunder directly to the name of such Grantor Administrative Agent or its own name or otherwise, to as the Administrative Agent shall direct; (B) take possession of and endorse indorse and collect any checks, drafts, notes, acceptances or other Instruments instruments for the payment of moneys due under any Collateral Account, Instrument, General Intangible, Chattel Paper or Payment Intangible or with respect to any other Collateral, and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and or all such moneys due under any Collateral whenever payable and Account, Instrument or General Intangible or with respect to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable;
; (iiC) to pay ask or discharge taxesdemand for, liens, security interests or other Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof; and
(iii) (A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys duecollect, and to become due thereunder, directly to the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, or as the Administrative Agent or the Required Lenders shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due, and due or to become due at any time, time in respect of or arising out of any Collateral; (CD) to sign and endorse indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications verifications, notices and notices other documents in connection with accounts and other Documents constituting or relating to any of the Collateral; (DE) receive, change the address for delivery, open and dispose of mail addressed to any Grantor, and execute, assign and indorse negotiable and other instruments for the payment of money, documents of title or other evidences of payment, shipment or storage for any form of Collateral on behalf of and in the name of any Grantor; (F) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part portion thereof and to enforce any other right in respect of any Collateral; (EG) to defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (FH) to settle, compromise or adjust any such suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent or the Required Lenders may deem appropriate; (GI) assign any Patent or Trademark (along with the goodwill of the business to license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, which any patent or trademark, such Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner, manner as the Administrative Agent (or the Required Lenders) shall in its (or their) sole discretion determine; and (HJ) generally to generally, sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s or the Required Lenders option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s, for its benefit ’s and the ratable benefit of the other Secured Parties, Lien therein, in order ’ security interests therein and to effect the intent of this Security Agreement, all as fully and effectively as such Grantor might do.; and
(bd) The exercise the voting, consent, approval and other rights (whether economic, statutory, consensual or contractual) provided for in Section 7.4(d). Anything in this Section 8.1 to the contrary notwithstanding, the Administrative Agent agrees that, except upon the occurrence and during the continuation of an Event of Default, that it will not exercise any rights under the power of attorney provided for in this subsection unless an Event of Default shall have occurred and be continuing. The Administrative Agent shall give the relevant Grantor notice of any action taken pursuant to this subsection when reasonably practicable; provided that the Administrative Agent shall have no liability for the failure to provide any such notice.
(e) If any Grantor fails to perform or comply with any rights granted of its agreements contained herein within the applicable grace periods, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.
(f) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section, together with interest thereon at the rate for Default Interest from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent and any officer or employee or agent thereof pursuant to this Section 8 except for the rights granted under clause on demand.
(iig) of paragraph (a) above. Each Grantor hereby ratifies, to the extent permitted by law, ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereofhereof and in compliance herewith. THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 8 IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE.
(c) The powers conferred on the Administrative Agent All powers, authorizations and any officer or employee or agent hereunder agencies contained in this Agreement are solely to protect the Administrative Agent’s, for its benefit coupled with an interest and are irrevocable until this Agreement is terminated and the ratable benefit of the Secured Parties, security interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its affiliates, officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act, except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentcreated hereby are released.
(d) Each Grantor also authorizes the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, and any officer or employee or agent thereof, at any time and from time to time upon the occurrence and during the continuation of any Event of Default, (i) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Grantor in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale provided for in Section 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Apollo Medical Holdings, Inc.)
The Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Subject to Section 6(b) below, each Grantor hereby irrevocably constitutes and appoints the Administrative Agent Agent, and any officer or employee or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, from time to time in at the Administrative Agent’s or the Required Lenders reasonable discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives the Administrative Agent and any officer or employee or agent thereof the power and right (but without any obligation of the Administrative Agent to do so)right, on behalf of such Grantor, without notice to or assent by such Grantor to do the following:
(i) to ask, demand, collect, receive and give acquittances and receipts for any and all moneys monies due and or to become due under any Collateral and, in the name of such Grantor or Grantor, in its own name or otherwise, otherwise to take possession of and of, endorse and collect any checks, drafts, notes, acceptances or other Instruments for the payment of moneys monies due under any Collateral and to file any claim or to take or commence any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys monies due under any Collateral whenever payable;
(ii) to pay or discharge taxes, any liens, security interests or other Liens including, without limitation, any tax lien, levied or placed on or threatened against the Collateral (other than Permitted Liens)Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof; and, which actions shall be for the benefit of the Administrative Agent and not any Grantor;
(iii) to (A1) to direct any party person liable for any payment under or in respect of any of the Collateral to make payment of any and all moneys due, and monies due or to become due thereunder, thereunder directly to the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent or as the Administrative Agent or the Required Lenders shall direct; , (B2) to receive payment of and receipt for any and all moneysmonies, claims and other amounts due, and due or to become due at any time, time arising out of or in respect of or arising out of any Collateral; , (C3) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtorsGrantors, assignments, verifications and notices in connection with accounts Accounts and other Instruments and Documents constituting or relating to the Collateral; , (D4) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; , (E5) to defend any suit, action or proceeding brought against such any Grantor with respect to any Collateral; , (F6) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent or the Required Lenders may deem appropriate; , (G7) to license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any patent Patent or trademark, Trademark throughout the world for such term or terms, on such conditions, conditions and in such manner, manner as the Administrative Agent (or the Required Lenders) shall in its (or their) sole discretion determine; determine and (H) generally to 8) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s or the Required Lenders option and such Grantor’s the Grantors’ expense, at any time, or from time to time, all acts and things which the Administrative Agent reasonably deems may deem in its reasonable discretion necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s, for its benefit and the ratable benefit of the Secured Parties, Lien therein, ’s security interest therein in order to effect the intent of this Security Agreement, all as fully and effectively as Grantors might do; and
(iv) to execute and deliver any and all such further instruments and documents and take such further action that are required of such Grantor might doby Section 5.1 above.
(b) The Notwithstanding anything to the contrary contained elsewhere in this Agreement, the Administrative Agent agrees that, except upon the occurrence and during the continuation of an Event of Default, it will shall not exercise the power of attorney attorney, any rights granted in such power of attorney, or any rights granted to the Administrative Agent and any officer or employee or agent thereof pursuant to this Section 8 except for the rights granted under clause (ii) of paragraph (a) above6. Each Grantor hereby ratifies, to the extent permitted not prohibited by applicable law, all that said attorneys attorney shall lawfully do or cause to be done by virtue hereof. THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 8 IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLEThe power of attorney granted pursuant to this Section 6 is a power coupled with an interest and shall be irrevocable until the Secured Obligations are completely paid and performed in full or this Security Agreement is terminated and the security interests created hereby are released.
(c) The powers conferred on the Administrative Agent and any officer or employee or agent hereunder are solely to protect the Administrative Agent’s, for its benefit and the ratable benefit of the Secured Parties, ’s interests in the Collateral and shall not impose any duty upon it the Administrative Agent to exercise any such powers. The Administrative AgentAgent shall have no duty as to any Collateral, including any responsibility for its benefit and (i) taking any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral or (ii) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Investment Property, whether or not the ratable benefit Administrative Agent has or is deemed to have knowledge of such matters. Without limiting the generality of the Secured Partiespreceding sentence, the Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of any of the Collateral if it takes such action for that purpose as any Grantor reasonably requests in writing at times other than upon the occurrence and during the continuance of any Event of Default. Failure of the Administrative Agent to comply with any such request at any time shall not in itself be deemed a failure to exercise reasonable care. The Administrative Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its affiliates, officers, directors, employees employees, agents or agents representatives shall be responsible to any Grantor the Grantors for any act or failure to act, except for its own gross negligence or willful misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction in a final and non-appealable judgmentjurisdiction.
(d) Each Grantor also authorizes the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, and any officer or employee or agent thereof, at any time and from time to time upon the occurrence and during the continuation of any Event of Default, to (i) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such any Grantor in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale of Collateral provided for in Section 10 hereof7, below, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
(e) If any Grantor fails to perform or comply with any of its agreements contained herein and the Administrative Agent, as provided for by the terms of this Security Agreement, shall perform or comply, or otherwise cause performance or compliance, with such agreement, the costs and expenses, including, without limitation, reasonable outside attorneys’ fees and costs, of the Administrative Agent incurred in connection with such performance or compliance, together with interest thereon at a per annum rate equal to the Default Rate shall be payable by the Grantors to the Administrative Agent promptly following demand and shall constitute Secured Obligations secured hereby. Each Grantor hereby ratifies all that the Administrative Agent as its attorney-in-fact shall do or cause to be done by virtue of this Security Agreement. In furtherance of the powers granted in this Section 6, each Grantor shall execute and deliver to Administrative Agent a Special Power of Attorney in the form of Attachment 1 hereto.
Appears in 1 contract
Samples: Security Agreement (IPC the Hospitalist Company, Inc.)
The Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or employee or agent Related Party thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, from time to time in the Administrative Agent’s or the Required Lenders reasonable discretion, for the purpose of carrying out the terms of this Security Agreementthe Loan Documents, to take any and all appropriate action and to execute and deliver any and all documents and instruments which document or instrument that may be reasonably necessary to accomplish the purposes of this Security Agreement the Loan Documents, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and any officer or employee or agent thereof its Related Parties the power and right (but without any obligation of the Administrative Agent to do so)right, on behalf of such Grantor, without notice to or assent by such Grantor Grantor, to do any of the following:
(i) to ask, demand, collect, receive and give acquittances and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Grantor or Grantor, in its own name or otherwise, to take possession of and endorse indorse and collect any checkscheck, draftsdraft, notesnote, acceptances acceptance or other Instruments instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable and account or general intangible or with respect to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable;
(ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Administrative Agent may request to evidence, effect, publicize or record the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes, liens, security interests or other taxes and Liens levied or placed on or threatened against the Collateral (other than Permitted Liens)any Collateral, to effect any repairs repair or pay any insurance called for by the terms of this Security the Credit Agreement and to pay (including all or any part of the premiums therefor and the costs thereof; and);
(iiiiv) execute, in connection with any sale provided for in Section 6.1 or 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the sale of any Collateral;
(A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and due or to become due thereunder, thereunder directly to the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent or as the Administrative Agent or the Required Lenders shall direct; , (B) to ask or demand for, and collect and receive payment of and receipt for for, any and all moneys, claims and other amounts due, and due or to become due at any time, time in respect of or arising out of any Collateral; , (C) to sign and endorse indorse any invoicesinvoice, freight or express billsxxxx, bills documents, xxxx of lading, airways xxxx, storage or warehouse receiptsreceipt, drafts draft against debtors, assignmentsassignment, verifications verification, notice and notices other document in connection with accounts and other Documents constituting or relating to the any Collateral; , (D) to commence and prosecute any suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect the any Collateral or any part thereof and to enforce any other right in respect of any Collateral; , (E) to defend any suitactions, action suits, proceedings, audits, claims, demands, orders or proceeding disputes brought against such Grantor with respect to any Collateral; , (F) to settle, compromise or adjust any suitsuch actions, action suits, proceedings, audits, claims, demands, orders or proceeding described above disputes and, in connection therewith, to give such discharges or releases as the Administrative Agent or the Required Lenders may deem appropriate; , (G) to license or, to assign or Dispose of any Intellectual Property owned by the extent permitted by an applicable license, sublicense, whether general, special Grantors or otherwise, and whether on an exclusive or non-exclusive basis, any patent or trademark, IP Licenses of the Grantors throughout the world for such term or terms, on such conditions, terms and conditions and in such manner, manner as the Administrative Agent (or the Required Lenders) shall in its (or their) sole discretion determine; , including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally to generally, sell, transferassign, pledgeconvey, transfer or xxxxx x Xxxx on, make any agreement Contractual Obligation with respect to or and otherwise deal with with, any of the Collateral as fully and completely as though the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent were the absolute owner thereof for all purposes, purposes and to do, at the Administrative Agent’s or the Required Lenders option and such Grantor’s expenseoption, at any time, time or from time to time, all acts and things which that the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the any Collateral and the Administrative Agent’s, for its benefit and the ratable benefit of the Secured Parties, Lien therein, in order ’ security interests therein and to effect the intent of this Security Agreementthe Loan Documents, all as fully and effectively as such Grantor might do; or
(vi) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation.
(b) The expenses of the Administrative Agent agrees thatincurred in connection with actions undertaken as provided in this Section 7.1, except upon together with interest thereon at a rate set forth in Section 2.08(b) of the occurrence and during Credit Agreement, from the continuation date of an Event of Defaultpayment by the Administrative Agent to the date reimbursed by the relevant Grantor, it will not exercise the power of attorney or any rights granted shall be payable by such Grantor to the Administrative Agent and any officer or employee or agent thereof pursuant to this Section 8 except for the rights granted under clause on demand.
(iic) of paragraph (a) above. Each Grantor hereby ratifies, to the extent permitted by law, ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereofof this Section 7.1. THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 8 IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE.
(c) The powers conferred on All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released. Anything in this Section 7.1 to the contrary notwithstanding, the Administrative Agent and any officer or employee or agent hereunder are solely to protect the Administrative Agent’s, for its benefit and the ratable benefit of the Secured Parties, interests in the Collateral and shall agrees that it will not impose any duty upon it to exercise any such powers. The Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its affiliates, officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act, except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment.
(d) Each Grantor also authorizes the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, and any officer or employee or agent thereof, at any time and from time to time upon the occurrence and during the continuation of any Event of Default, (i) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Grantor in and rights under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale power of attorney provided for in this Section 10 hereof, any endorsements, assignments or other instruments 7.1 unless an Event of conveyance or transfer with respect to the CollateralDefault shall have occurred and be continuing.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Einstein Noah Restaurant Group Inc)
The Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor The Guarantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or employee or agent Affiliate thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor the Guarantor and in the name of such Grantor the Guarantor or in its own name, from time to time in the Administrative Agent’s or the Required Lenders reasonable discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which document or instrument that may be reasonably necessary or desirable to accomplish the purposes of this Security Agreement Agreement, and, without limiting the generality of the foregoing, the Guarantor hereby gives the Administrative Agent and any officer or employee or agent thereof its Affiliates the power and right (but without any obligation of the Administrative Agent to do so)right, on behalf of such Grantorthe Guarantor, without notice to or assent by such Grantor the Guarantor, to do any of the followingfollowing when an Event of Default shall have occurred and be continuing:
(i) to ask, demand, collect, receive and give acquittances and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Grantor or the Guarantor, in its own name or otherwise, to take possession of and endorse indorse and collect any checkscheck, draftsdraft, notesnote, acceptances acceptance or other Instruments instrument for the payment of moneys due under any with respect to the Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable and with respect to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable;
(ii) to pay or discharge taxes, liens, security interests or other taxes and Liens levied or placed on or threatened against the Collateral (other than Permitted Liens)Collateral, to effect any repairs repair or pay any insurance called for by the terms of this Security the Term Loan Agreement and to pay (including all or any part of the premiums therefor and the costs thereof); and
(iii) (A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, or as the Administrative Agent or the Required Lenders shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent or the Required Lenders may deem appropriate; (G) to license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any patent or trademark, throughout the world for such term or terms, on such conditions, and in such manner, as the Administrative Agent (or the Required Lenders) shall in its (or their) sole discretion determine; and (H) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s or the Required Lenders option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s, for its benefit and the ratable benefit of the Secured Parties, Lien therein, in order to effect the intent of this Security Agreement, all as fully and effectively as such Grantor might do.
(b) The Administrative Agent agrees that, except upon the occurrence and during the continuation of an Event of Default, it will not exercise the power of attorney or any rights granted to the Administrative Agent and any officer or employee or agent thereof pursuant to this Section 8 except for the rights granted under clause (ii) of paragraph (a) above. Each Grantor hereby ratifies, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof. THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 8 IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE.
(c) The powers conferred on the Administrative Agent and any officer or employee or agent hereunder are solely to protect the Administrative Agent’s, for its benefit and the ratable benefit of the Secured Parties, interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its affiliates, officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act, except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment.
(d) Each Grantor also authorizes the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, and any officer or employee or agent thereof, at any time and from time to time upon the occurrence and during the continuation of any Event of Default, (i) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Grantor in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the any sale provided for in Section 10 hereof6.1 or Section 6.4, any endorsements, assignments document to effect or other instruments otherwise necessary or appropriate in relation to evidence the sale of conveyance or transfer with respect to the Collateral.; or
Appears in 1 contract
Samples: Term Loan Agreement (Dominion Midstream Partners, LP)
The Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor Following the occurrence and during the continuance of an Event of Default, each Borrower hereby irrevocably constitutes and appoints the Administrative Agent and any officer or employee or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact (coupled with an interest) with full irrevocable power and authority in the place and stead of such Grantor Borrower and in the name of such Grantor Borrower or in its own name, from time to time in the Administrative Agent’s or the Required Lenders reasonable 's discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Security Agreement Agreement, and, without limiting the generality of the foregoing, each Borrower hereby gives the Administrative Agent and any officer or employee or agent thereof the power and right (but without any obligation of the Administrative Agent to do so)right, on behalf of such GrantorBorrower, without assent by, but with written notice to or assent by to, such Grantor Borrower, to do the following:
(i) to ask, demand, collect, receive and give acquittances and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Grantor Borrower, or in its own name name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other Instruments instruments for the payment of moneys due under any Collateral mortgage insurance or with respect to any other Eligible Assets and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable and such mortgage insurance or with respect to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral Eligible Assets whenever payable;
(ii) to pay or discharge taxes, liens, security interests or other taxes and Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof; andEligible Assets;
(iii) (A) to direct any party liable for any payment under any of the Collateral Eligible Assets to make payment of any and all moneys due, and due or to become due thereunder, thereunder directly to the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, or as the Administrative Agent or the Required Lenders as Administrative Agent shall direct; (B) to ask or demand for, collect, receive payment of and receipt for for, any and all moneys, claims and other amounts due, and due or to become due at any time, time in respect of or arising out of any CollateralEligible Assets; (C) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications verifications, notices and notices other documents in connection with accounts and other Documents constituting or relating to the Collateralany Eligible Assets; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral Eligible Assets or any part proceeds thereof and to enforce any other right in respect of any CollateralEligible Assets; (E) to defend any suit, action or proceeding brought against such Grantor Borrower with respect to any CollateralEligible Assets; (F) to settle, compromise or adjust without such Borrower's consent any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Administrative Agent or the Required Lenders may deem appropriate; and (G) to license orgenerally, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any patent or trademark, throughout the world for such term or terms, on such conditions, and in such manner, as the Administrative Agent (or the Required Lenders) shall in its (or their) sole discretion determine; and (H) generally to sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral Eligible Assets as fully and completely as though the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s or the Required Lenders 's option and such Grantor’s Borrower's expense, at any time, or and from time to time, all acts and things which the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral Eligible Assets and the Administrative Agent’s, for its benefit 's Liens thereon and the ratable benefit of the Secured Parties, Lien therein, in order to effect the intent of this Security Agreement, all as fully and effectively as such Grantor Borrower might do.; and
(biv) The Administrative Agent agrees that, except upon to direct the occurrence and during actions of the continuation of an Event of Default, it will not exercise the power of attorney or any rights granted Custodian with respect to the Administrative Agent and any officer or employee or agent thereof pursuant to this Section 8 except for Eligible Assets under the rights granted under clause (ii) of paragraph (a) aboveCustodial Agreement. Each Grantor Borrower hereby ratifies, to the extent permitted by law, ratifies all that said attorneys shall lawfully do or cause to be done by virtue the express terms hereof. THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 8 IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE.
(c) The powers conferred on the Administrative Agent and any officer or employee or agent hereunder are solely to protect the Administrative Agent’s, for its benefit and the ratable benefit This power of the Secured Parties, interests in the Collateral attorney is a power coupled with an interest and shall not impose any duty upon it to exercise any such powers. The Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its affiliates, officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act, except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentirrevocable.
(d) Each Grantor also authorizes the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, and any officer or employee or agent thereof, at any time and from time to time upon the occurrence and during the continuation of any Event of Default, (i) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Grantor in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale provided for in Section 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
Appears in 1 contract
The Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor FCMC hereby irrevocably constitutes and appoints the Administrative Agent and any officer or employee or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor FCMC and in the name of such Grantor FCMC or in its own name, from time to time in the Administrative Agent’s or the Required Lenders reasonable discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which document or instrument that may be reasonably necessary or desirable to accomplish the purposes of this Security Agreement Agreement, and, without limiting the generality of the foregoing, FCMC hereby gives the Administrative Agent and any officer or employee or agent thereof the power and right (but without any obligation of the Administrative Agent to do so)right, on behalf of such GrantorFCMC, without notice to or assent by such Grantor FCMC, to do any of the following:
(i) to ask, demand, collect, receive and give acquittances and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Grantor FCMC or its own name name, or otherwise, to take possession of and endorse indorse and collect any checkscheck, draftsdraft, notesnote, acceptances acceptance or other Instruments instrument for the payment of moneys due under any Account or General Intangible or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable and Account or General Intangible or with respect to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable;
(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Administrative Agent may request to evidence the Administrative Agent’s security interest in such Intellectual Property and the goodwill and General Intangibles of FCMC relating thereto or represented thereby;
(iii) pay or discharge taxes, liens, security interests or other taxes and Liens levied or placed on or threatened against the Collateral (other than Permitted Liens)Collateral, to effect any repairs repair or pay or discharge any insurance called for by the terms of this Security Agreement and to pay (including all or any part of the premiums therefor therefore and the costs thereof; and);
(iiiiv) execute, in connection with any sale provided for in Section 5.1 or Section 5.5, any endorsement, assignment or other instrument of conveyance or transfer with respect to the Collateral; or
(A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and due or to become due thereunder, thereunder directly to the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent or as the Administrative Agent or the Required Lenders shall direct; , (B) to ask or demand for, collect, and receive payment of and receipt for for, any and all moneys, claims and other amounts due, and due or to become due at any time, time in respect of or arising out of any Collateral; , (C) to sign and endorse indorse any invoicesinvoice, freight or express billsbxxx, bills bxxx of lading, storage or warehouse receiptsreceipt, drafts draft against debtors, assignmentsassignment, verifications verification, notice and notices other document in connection with accounts and other Documents constituting or relating to the any Collateral; , (D) to commence and prosecute any suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect the any Collateral or any part thereof and to enforce any other right in respect of any Collateral; , (E) to defend any suit, action or proceeding brought against such Grantor FCMC with respect to any Collateral; , (F) to settle, compromise or adjust any such suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent or the Required Lenders may deem appropriate; , (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, which any patent or trademark, such Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner, manner as the Administrative Agent (or the Required Lenders) shall in its (or their) sole discretion determine; , including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally to generally, sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, were Agent was the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s or the Required Lenders option and such GrantorFCMC’s expense, at any time, or from time to time, all acts and things which that the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s, for its benefit ’s security interests therein and the ratable benefit of the Secured Parties, Lien therein, in order to effect the intent of this Security Agreement, all as fully and effectively as such Grantor FCMC might do.
(b) If FCMC fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.
(c) The expenses of the Administrative Agent agrees thatincurred in connection with actions undertaken as provided in this Section 6.1, except upon together with interest thereon at a rate per annum equal to the occurrence and during highest rate per annum at which interest would then be payable on any past due amount under any Credit Document from the continuation date of an Event of Defaultpayment by the Administrative Agent to the date reimbursed by FCMC, it will not exercise the power of attorney or any rights granted shall be payable by FCMC to the Administrative Agent and any officer or employee or agent thereof pursuant to this Section 8 except for the rights granted under clause on demand.
(iid) of paragraph (a) above. Each Grantor FCMC hereby ratifies, to the extent permitted by law, ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 8 IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE.
(c) The powers conferred on the Administrative Agent All powers, authorizations and any officer or employee or agent hereunder agencies contained in this Agreement are solely to protect the Administrative Agent’s, for its benefit coupled with an interest and are irrevocable until this Agreement is terminated and the ratable benefit of the Secured Parties, security interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its affiliates, officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act, except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentcreated hereby are released.
(d) Each Grantor also authorizes the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, and any officer or employee or agent thereof, at any time and from time to time upon the occurrence and during the continuation of any Event of Default, (i) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Grantor in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale provided for in Section 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
Appears in 1 contract
Samples: Security Agreement (Franklin Credit Management Corp)
The Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor The Borrower hereby irrevocably constitutes and appoints the Administrative Agent and any officer or employee or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor the Borrower and in the name of such Grantor the Borrower or in its own name, from time to time in the Administrative Agent’s or the Required Lenders reasonable discretion, for the purpose of carrying out the terms of this Security AgreementAgreement and the other Loan Documents, to take any and all reasonably appropriate action and to execute and deliver any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Security Agreement and the other Loan Documents, and, without limiting the generality of the foregoing, the Borrower hereby gives the Administrative Agent and any officer or employee or agent thereof the power and right (but without any obligation of the Administrative Agent to do so)right, on behalf of such Grantorthe Borrower, without notice to or assent by such Grantor the Borrower, to do any or all of the following:
(i) pay or discharge Taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof; and
(ii) (A) direct any party liable for any payment under any of the Collateral to ask, demand, collect, receive and give acquittances and receipts for make payment of any and all moneys due and or to become due under any Collateral and, in thereunder directly to the name of such Grantor Administrative Agent or its own name or otherwise, to as the Administrative Agent shall direct; (B) take possession of and endorse indorse and collect any checks, drafts, notes, acceptances or other Instruments instruments for the payment of moneys due under any Collateral with respect to the Collateral, and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and or all such moneys due under any Collateral whenever payable and with respect to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable;
; (iiC) to pay ask or discharge taxesdemand for, liens, security interests or other Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof; and
(iii) (A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys duecollect, and to become due thereunder, directly to the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, or as the Administrative Agent or the Required Lenders shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due, and due or to become due at any time, time in respect of or arising out of any Collateral; (CD) to sign and endorse indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications verifications, notices and notices other documents in connection with accounts and other Documents constituting or relating to any of the Collateral; (DE) receive, change the address for delivery, open and dispose of mail addressed to the Borrower, and execute, assign and indorse negotiable and other instruments for the payment of money, documents of title or other evidences of payment, shipment or storage for any form of Collateral on behalf of and in the name of the Borrower; (F) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part portion thereof and to enforce any other right in respect of any Collateral; (EG) to defend any suit, action or proceeding brought against such Grantor the Borrower with respect to any Collateral; (FH) to settle, compromise or adjust any such suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent or the Required Lenders may deem appropriate; (G) to license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any patent or trademark, throughout the world for such term or terms, on such conditions, and in such manner, as the Administrative Agent (or the Required Lenders) shall in its (or their) sole discretion determine; and (HI) generally to generally, sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s or direction of the Required Lenders option and such Grantorthe Borrower’s expense, at any time, or from time to time, all acts and things which the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s, for its benefit ’s security interests therein and the ratable benefit of the Secured Parties, Lien therein, in order to effect the intent of this Security Agreement, all as fully and effectively as such Grantor the Borrower might dodo (including, without limitation, designating a successor Person to provide the Servicing Obligations pursuant to any or all of the Approved Leases (subject to the prior consent of the Required Lenders)). Anything in this subsection to the contrary notwithstanding, the Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for in this subsection unless an Event of Default shall have occurred and be continuing.
(b) If the Borrower fails to perform or comply with any of its agreements contained herein within the applicable grace periods, the Administrative Agent, at the direction of the Lenders, may perform or comply, or otherwise cause performance or compliance, with such agreement or obligation.
(c) The expenses of the Administrative Agent agrees thatincurred in connection with actions undertaken as provided in this Section, except upon together with interest thereon at the occurrence and during rate for Default Interest from the continuation date of an Event of Defaultpayment by the Administrative Agent to the date reimbursed by the Borrower, it will not exercise shall be payable by the power of attorney or any rights granted Borrower to the Administrative Agent and any officer or employee or agent thereof pursuant to this Section 8 except for the rights granted under clause on demand.
(iid) of paragraph (a) above. Each Grantor The Borrower hereby ratifies, to the extent permitted by law, ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereofhereof and in compliance herewith. THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 8 IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE.
(c) The powers conferred on the Administrative Agent All powers, authorizations and any officer or employee or agent hereunder agencies contained in this Agreement are solely to protect the Administrative Agent’s, for its benefit coupled with an interest and are irrevocable until this Agreement is terminated and the ratable benefit of the Secured Parties, security interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its affiliates, officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act, except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentcreated hereby are released.
(d) Each Grantor also authorizes the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, and any officer or employee or agent thereof, at any time and from time to time upon the occurrence and during the continuation of any Event of Default, (i) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Grantor in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale provided for in Section 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
Appears in 1 contract
Samples: Loan and Security Agreement (CAI International, Inc.)
The Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or employee or agent (including the Sub-Agent solely with respect to the Primed Pledged Shares so long as they are held by the Sub-Agent) thereof, with full power of substitution, as its and its Subsidiaries true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor Grantor, or in its own name, from time to time in the Administrative Agent’s or the Required Lenders reasonable 's discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be reasonably necessary and desirable to accomplish the purposes of this Security Agreement and the transactions contemplated hereby, and, without limiting the generality of the foregoing, hereby gives give the Administrative Agent and any officer or employee or agent thereof the power and right (but without any obligation of the Administrative Agent to do so)right, on behalf of such Grantor, without notice to or assent by such Grantor to do the following:
(i) to ask, demand, collect, receive and give acquittances and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Grantor or Grantor, its own name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other Instruments for the payment of moneys due under any Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable;
(ii) to pay or discharge taxes, liens, security interests or other Liens encumbrances levied or placed on or threatened against the Collateral (other than Permitted Liens)Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof; and
(iii) (A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent or as the Administrative Agent or the Required Lenders shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (C) to sign and endorse indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents documents constituting or relating to the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against such any Grantor with respect to any CollateralCollateral of such Grantor; (F) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent or the Required Lenders may deem appropriate; (G) to license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any patent or trademarktrademarks, throughout the world for such term or terms, on such conditions, and in such manner, as the Administrative Agent (or the Required Lenders) shall in its (or their) sole discretion determine; and (H) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s or the Required Lenders 's option and such Grantor’s 's expense, at any time, or from time to time, all acts and things which the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s, for its benefit and the ratable benefit of the Secured Parties, 's Lien therein, in order to effect the intent of this Security Agreement, all as fully and effectively as such Grantor might do.
(b) The Administrative Agent agrees that, except upon the occurrence and during the continuation of an Event of Default, that it will not exercise forbear from exercising the power of attorney or any rights granted to the Administrative Agent and any officer or employee or agent thereof pursuant to this Section 8 11.8, except for upon the rights granted under clause (ii) occurrence or during the continuation of paragraph (a) abovean Event of Default. Each Grantor The Grantors hereby ratifiesratify, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof. THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 8 IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLEExercise by the Administrative Agent of the powers granted hereunder is not a violation of the automatic stay provided by section 362 of the Bankruptcy Code and each Grantor waives applicability thereof. The power of attorney granted pursuant to this Section 11.8 is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full.
(c) The powers conferred on the Administrative Agent and any officer or employee or agent hereunder are solely to protect the Administrative Agent’s, for its benefit 's and the ratable benefit of the Secured Parties, Lenders' interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its affiliates, officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act, except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentmisconduct.
(d) Each Grantor also authorizes the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, and any officer or employee or agent thereof, at any time and from time to time upon the occurrence and during the continuation of any Event of DefaultDefault or as otherwise expressly permitted by this Agreement, (i) to communicate in its own name or the name of its Subsidiaries with any party to any Contract with regard to the assignment of the right, title and interest of such Grantor in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale provided for in Section 10 hereof, execute any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
(e) All Obligations shall constitute, in accordance with section 364(c)(1) of the Bankruptcy Code, claims against each Grantor in its Case which are administrative expense claims having priority over any all administrative expenses of the kind specified in sections 503(b) or 507(b) of the Bankruptcy Code, subject only to the Carve Out.
Appears in 1 contract
Samples: Secured Super Priority Debtor in Possession Credit Agreement (Conseco Inc)
The Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or employee or agent thereof, with full power of substitution, as its and its Subsidiaries' true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor Grantor, or in its own name, from time to time in the Administrative Agent’s or the Required Lenders 's reasonable discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be reasonably necessary and desirable to accomplish the purposes of this Security Agreement and the transactions contemplated hereby, and, without limiting the generality of the foregoing, hereby gives give the Administrative Agent and any officer or employee or agent thereof the power and right (but without any obligation of the Administrative Agent to do so)right, on behalf of such Grantor, without notice to or assent by such Grantor to do the following:
(i) to ask, demand, collect, receive and give acquittances and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Grantor or Grantor, its own name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other Instruments for the payment of moneys due under any Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable;
(ii) to pay or discharge taxes, liens, security interests or other Liens encumbrances levied or placed on or threatened against the Collateral (other than Permitted Liens)Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof; and
(iii) (A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent or as the Administrative Agent or the Required Lenders shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (C) to sign and endorse indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents documents constituting or relating to the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against such any Grantor with respect to any CollateralCollateral of such Grantor; (F) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent or the Required Lenders may deem appropriate; (G) to license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any patent or trademarktrademarks, throughout the world for such term or terms, on such conditions, and in such manner, as the Administrative Agent (or the Required Lenders) shall in its (or their) sole discretion exercised reasonably determine; and (H) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s or the Required Lenders 's option and such Grantor’s 's expense, at any time, or from time to time, all acts and things which the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s, for its benefit and the ratable benefit of the Secured Parties, 's Lien therein, in order to effect the intent of this Security Agreement, all as fully and effectively as such Grantor might do.
(b) The Administrative Agent agrees that, except upon the occurrence and during the continuation of an Event of Default, that it will not exercise forbear from exercising the power of attorney or any rights granted to the Administrative Agent and any officer or employee or agent thereof pursuant to this Section 8 11.8, except for upon the rights granted under clause (ii) occurrence or during the continuation of paragraph (a) abovean Event of Default. Each Grantor The Grantors hereby ratifiesratify, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof. THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 8 IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLEExercise by the Administrative Agent of the powers granted hereunder is not a violation of the automatic stay provided by section 362 of 107 the Bankruptcy Code and each Grantor waives applicability thereof. The power of attorney granted pursuant to this Section 11.8 is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full.
(c) The powers conferred on the Administrative Agent and any officer or employee or agent hereunder are solely to protect the Administrative Agent’s, for its benefit 's and the ratable benefit of the Secured Parties, Lenders' interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its affiliates, officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act, except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentmisconduct.
(d) Each Grantor also authorizes the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, and any officer or employee or agent thereof, at any time and from time to time upon the occurrence and during the continuation of any Event of DefaultDefault or as otherwise expressly permitted by this Agreement, (i) to communicate in its own name or the name of its Subsidiaries with any party to any Contract with regard to the assignment of the right, title and interest of such Grantor in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale provided for in Section 10 hereof, execute any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
(e) All Obligations shall constitute, in accordance with section 364(c)
(1) of the Bankruptcy Code, claims against each Grantor in its Case which are administrative expense claims having priority over any all administrative expenses of the kind specified in sections 503(b) or 507(b) of the Bankruptcy Code.
Appears in 1 contract
Samples: Secured Super Priority Debtor in Possession Revolving Credit Agreement (Kasper a S L LTD)
The Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor Subject to Section 6(b) below, upon the occurrence and during the continuance of an Event of Default, each Debtor hereby irrevocably constitutes and appoints the Administrative Agent Agent, and any officer or employee or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor Debtor and in the name of such Grantor Debtor or in its own name, from time to time in at the Administrative Agent’s or the Required Lenders reasonable discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives the Administrative Agent and any officer or employee or agent thereof the power and right (but without any obligation of the Administrative Agent to do so)right, on behalf of such GrantorDebtor, without notice to or assent by such Grantor Debtor to do the following:
(i) to ask, demand, collect, receive and give acquittances and receipts for any and all moneys monies due and or to become due under any Collateral and, in the name of such Grantor or Debtor, in its own name or otherwise, otherwise to take possession of and of, endorse and collect any checks, drafts, notes, acceptances or other Instruments for the payment of moneys monies due under any Collateral and to file any claim or to take or commence any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys monies due under any Collateral whenever payable;
(ii) to pay or discharge taxes, any liens, security interests or other Liens including, without limitation, any tax lien, levied or placed on or threatened against the Collateral (other than Permitted Liens)Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof; and, which actions shall be for the benefit of the Administrative Agent and not any Debtor;
(iii) subject to applicable Gaming Laws, to (A1) to direct any party person liable for any payment under or in respect of any of the Collateral to make payment of any and all moneys due, and monies due or to become due thereunder, thereunder directly to the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent or as the Administrative Agent or the Required Lenders shall direct; , (B2) to receive payment of and receipt for any and all moneysmonies, claims and other amounts due, and due or to become due at any time, time arising out of or in respect of or arising out of any Collateral; , (C3) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtorsDebtors, assignments, verifications and notices in connection with accounts Accounts and other Instruments and Documents constituting or relating to the Collateral; , (D4) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; , (E5) to defend any suit, action or proceeding brought against such Grantor any Debtor with respect to any Collateral; , (F6) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent or the Required Lenders may deem appropriate; , (G7) to license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any patent Patent or trademark, Trademark throughout the world for such term or terms, on such conditions, conditions and in such manner, manner as the Administrative Agent (or the Required Lenders) shall in its (or their) sole discretion determine; determine and (H) generally to 8) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s or the Required Lenders option and such Grantor’s the Debtors’ expense, at any time, or from time to time, all acts and things which the Administrative Agent reasonably deems may deem necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s, for its benefit and the ratable benefit of the Secured Parties, Lien therein, ’s security interest therein in order to effect the intent of this Security Agreement, all as fully and effectively as such Grantor Debtors might do; and
(iv) to execute and deliver any and all such further instruments and documents and take such further action that are required of such Debtor by Section 5.1 above.
(b) The Administrative Agent agrees that, except upon the occurrence and during the continuation of an Event of Default, it will shall not exercise the power of attorney or any rights granted to the Administrative Agent and any officer or employee or agent thereof pursuant to this Section 8 except for the rights granted under clause (ii) of paragraph (a) above6. Each Grantor Debtor hereby ratifies, to the extent permitted not prohibited by applicable law, all that said attorneys attorney shall lawfully do or cause to be done by virtue hereof. THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 8 IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLEThe power of attorney granted pursuant to this Section 6 is a power coupled with an interest and shall be irrevocable until the Secured Obligations are completely paid and performed in full or this Security Agreement is terminated and the security interests created hereby are released.
(c) The powers conferred on the Administrative Agent and any officer or employee or agent hereunder are solely to protect the Administrative Agent’s, for its benefit and the ratable benefit of the Secured Parties, ’s interests in the Collateral and shall not impose any duty upon it the Administrative Agent to exercise any such powers. The Administrative AgentAgent shall have no duty as to any Collateral, including any responsibility for its benefit and (i) taking any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral or (ii) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Investment Property, whether or not the ratable benefit Administrative Agent has or is deemed to have knowledge of such matters. Without limiting the generality of the Secured Partiespreceding sentence, the Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of any of the Collateral if it takes such action for that purpose as any Debtor reasonably requests in writing at times other than upon the occurrence and during the continuance of any Event of Default. Failure of the Administrative Agent to comply with any such request at any time shall not in itself be deemed a failure to exercise reasonable care. The Administrative Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its affiliates, officers, directors, employees employees, agents or agents representatives shall be responsible to any Grantor the Debtors for any act or failure to act, except for its own gross negligence or willful misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction in a final and non-appealable judgmentjurisdiction.
(d) Each Grantor Subject to applicable Gaming Laws, each Debtor also authorizes the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, and any officer or employee or agent thereof, at any time and from time to time upon the occurrence and during the continuation of any Event of Default, to (i) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Grantor any Debtor in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale of Collateral provided for in Section 10 hereof7, below, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
(e) If any Debtor fails to perform or comply with any of its agreements contained herein and the Administrative Agent, as provided for by the terms of this Security Agreement, shall perform or comply, or otherwise cause performance or compliance, with such agreement, the costs and expenses, including, without limitation, attorneys’ fees and costs, of the Administrative Agent incurred in connection with such performance or compliance, together with interest thereon at a per annum rate equal to the Default Rate shall be payable by the Debtors to the Administrative Agent promptly following demand and shall constitute Secured Obligations secured hereby. Each Debtor hereby ratifies all that the Administrative Agent as its attorney-in-fact shall do or cause to be done by virtue of this Security Agreement.
Appears in 1 contract
The Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor Loan Party hereby irrevocably constitutes and appoints the Administrative Agent and any officer or employee or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor Loan Party and in the name of such Grantor Loan Party or in its own name, from time to time in the Administrative Agent’s or the Required Lenders reasonable discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which document or instrument that may be reasonably necessary or desirable to accomplish the purposes of this Security Agreement Agreement, and, without limiting the generality of the foregoing, each Loan Party hereby gives the Administrative Agent and any officer or employee or agent thereof the power and right (but without any obligation of the Administrative Agent to do so)right, on behalf of such GrantorLoan Party, without notice to or assent by such Grantor Loan Party, to do any of the following:
(i) to ask, demand, collect, receive and give acquittances and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Grantor Loan Party or its own name name, or otherwise, to take possession of and endorse indorse and collect any checkscheck, draftsdraft, notesnote, acceptances acceptance or other Instruments instrument for the payment of moneys due under any Account or General Intangible or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable and Account or General Intangible or with respect to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable;
(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Administrative Agent may request to evidence the Administrative Agent’s security interest in such Intellectual Property and the goodwill and General Intangibles of such Loan Party relating thereto or represented thereby;
(iii) pay or discharge taxes, liens, security interests or other taxes and Liens levied or placed on or threatened against the Collateral (other than Permitted Liens)Collateral, to effect any repairs repair or pay or discharge any insurance called for by the terms of this Security Agreement and to pay (including all or any part of the premiums therefor therefore and the costs thereof; and);
(iiiiv) execute, in connection with any sale provided for in Section 5.1 or Section 5.5, any endorsement, assignment or other instrument of conveyance or transfer with respect to the Collateral; or
(A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and due or to become due thereunder, thereunder directly to the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent or as the Administrative Agent or the Required Lenders shall direct; , (B) to ask or demand for, collect, and receive payment of and receipt for for, any and all moneys, claims and other amounts due, and due or to become due at any time, time in respect of or arising out of any Collateral; , (C) to sign and endorse indorse any invoicesinvoice, freight or express billsxxxx, bills xxxx of lading, storage or warehouse receiptsreceipt, drafts draft against debtors, assignmentsassignment, verifications verification, notice and notices other document in connection with accounts and other Documents constituting or relating to the any Collateral; , (D) to commence and prosecute any suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect the any Collateral or any part thereof and to enforce any other right in respect of any Collateral; , (E) to defend any suit, action or proceeding brought against such Grantor Loan Party with respect to any Collateral; , (F) to settle, compromise or adjust any such suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent or the Required Lenders may deem appropriate; , (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, which any patent or trademark, such Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner, manner as the Administrative Agent (or the Required Lenders) shall in its (or their) sole discretion determine; , including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally to generally, sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, were Agent was the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s or the Required Lenders option and such GrantorLoan Party’s expense, at any time, or from time to time, all acts and things which that the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s, for its benefit ’s security interests therein and the ratable benefit of the Secured Parties, Lien therein, in order to effect the intent of this Security Agreement, all as fully and effectively as such Grantor Loan Party might do.
(b) If any Loan Party fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.
(c) The expenses of the Administrative Agent agrees thatincurred in connection with actions undertaken as provided in this Section 6.1, except upon together with interest thereon at a rate per annum equal to the occurrence and during highest rate per annum at which interest would then be payable on any past due amount under any Credit Document from the continuation date of an Event of Defaultpayment by the Administrative Agent to the date reimbursed by the relevant Loan Party, it will not exercise the power of attorney or any rights granted shall be payable by such Loan Party to the Administrative Agent and any officer or employee or agent thereof pursuant to this Section 8 except for the rights granted under clause on demand.
(iid) of paragraph (a) above. Each Grantor Loan Party hereby ratifies, to the extent permitted by law, ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 8 IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE.
(c) The powers conferred on the Administrative Agent All powers, authorizations and any officer or employee or agent hereunder agencies contained in this Agreement are solely to protect the Administrative Agent’s, for its benefit coupled with an interest and are irrevocable until this Agreement is terminated and the ratable benefit of the Secured Parties, security interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its affiliates, officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act, except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentcreated hereby are released.
(d) Each Grantor also authorizes the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, and any officer or employee or agent thereof, at any time and from time to time upon the occurrence and during the continuation of any Event of Default, (i) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Grantor in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale provided for in Section 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
Appears in 1 contract
Samples: Security Agreement (Franklin Credit Holding Corp/De/)
The Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor FCMC hereby irrevocably constitutes and appoints the Administrative Agent and any officer or employee or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor FCMC and in the name of such Grantor FCMC or in its own name, from time to time in the Administrative Agent’s or the Required Lenders reasonable discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which document or instrument that may be reasonably necessary or desirable to accomplish the purposes of this Security Agreement Agreement, and, without limiting the generality of the foregoing, FCMC hereby gives the Administrative Agent and any officer or employee or agent thereof the power and right (but without any obligation of the Administrative Agent to do so)right, on behalf of such GrantorFCMC, without notice to or assent by such Grantor FCMC, to do any of the following:
(i) to ask, demand, collect, receive and give acquittances and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Grantor FCMC or its own name name, or otherwise, to take possession of and endorse indorse and collect any checkscheck, draftsdraft, notesnote, acceptances acceptance or other Instruments instrument for the payment of moneys due under any Account or General Intangible or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable and Account or General Intangible or with respect to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable;
(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Administrative Agent may request to evidence the Administrative Agent’s security interest in such Intellectual Property and the goodwill and General Intangibles of FCMC relating thereto or represented thereby;
(iii) pay or discharge taxes, liens, security interests or other taxes and Liens levied or placed on or threatened against the Collateral (other than Permitted Liens)Collateral, to effect any repairs repair or pay or discharge any insurance called for by the terms of this Security Agreement and to pay (including all or any part of the premiums therefor therefore and the costs thereof; and);
(iiiiv) execute, in connection with any sale provided for in Section 5.1 or Section 5.5, any endorsement, assignment or other instrument of conveyance or transfer with respect to the Collateral; or
(A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and due or to become due thereunder, thereunder directly to the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent or as the Administrative Agent or the Required Lenders shall direct; , (B) to ask or demand for, collect, and receive payment of and receipt for for, any and all moneys, claims and other amounts due, and due or to become due at any time, time in respect of or arising out of any Collateral; , (C) to sign and endorse indorse any invoicesinvoice, freight or express billsxxxx, bills xxxx of lading, storage or warehouse receiptsreceipt, drafts draft against debtors, assignmentsassignment, verifications verification, notice and notices other document in connection with accounts and other Documents constituting or relating to the any Collateral; , (D) to commence and prosecute any suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect the any Collateral or any part thereof and to enforce any other right in respect of any Collateral; , (E) to defend any suit, action or proceeding brought against such Grantor FCMC with respect to any Collateral; , (F) to settle, compromise or adjust any such suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent or the Required Lenders may deem appropriate; , (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, which any patent or trademark, such Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner, manner as the Administrative Agent (or the Required Lenders) shall in its (or their) sole discretion determine; , including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally to generally, sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, were Agent was the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s or the Required Lenders option and such GrantorFCMC’s expense, at any time, or from time to time, all acts and things which that the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s, for its benefit ’s security interests therein and the ratable benefit of the Secured Parties, Lien therein, in order to effect the intent of this Security Agreement, all as fully and effectively as such Grantor FCMC might do.
(b) If FCMC fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.
(c) The expenses of the Administrative Agent agrees thatincurred in connection with actions undertaken as provided in this Section 6.1, except upon together with interest thereon at a rate per annum equal to the occurrence and during highest rate per annum at which interest would then be payable on any past due amount under any Credit Document from the continuation date of an Event of Defaultpayment by the Administrative Agent to the date reimbursed by FCMC, it will not exercise the power of attorney or any rights granted shall be payable by FCMC to the Administrative Agent and any officer or employee or agent thereof pursuant to this Section 8 except for the rights granted under clause on demand.
(iid) of paragraph (a) above. Each Grantor FCMC hereby ratifies, to the extent permitted by law, ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 8 IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE.
(c) The powers conferred on the Administrative Agent All powers, authorizations and any officer or employee or agent hereunder agencies contained in this Agreement are solely to protect the Administrative Agent’s, for its benefit coupled with an interest and are irrevocable until this Agreement is terminated and the ratable benefit of the Secured Parties, security interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its affiliates, officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act, except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentcreated hereby are released.
(d) Each Grantor also authorizes the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, and any officer or employee or agent thereof, at any time and from time to time upon the occurrence and during the continuation of any Event of Default, (i) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Grantor in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale provided for in Section 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
Appears in 1 contract
Samples: Security Agreement (Licensing) (Franklin Credit Holding Corp/De/)
The Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or employee or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, from time to time in the Administrative Agent’s or the Required Lenders reasonable discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all reasonably appropriate action and to execute and deliver any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Security Agreement Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and any officer or employee or agent thereof the power and right (but without any obligation of the Administrative Agent to do so)right, on behalf of such Grantor, without notice to or assent by such Grantor Grantor, to do any or all of the following:
(i) to ask, demand, collect, receive and give acquittances and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Grantor or its own name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other Instruments for the payment of moneys due under any Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable;
(ii) to pay or discharge taxes, liens, security interests or other Taxes and Liens levied or placed on or threatened against the Collateral (other than Permitted Liens)Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof;
(ii) execute, in connection with any sale provided for in Section 7.2 or Section 7.3, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and
(iii) (A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and due or to become due thereunder, thereunder directly to the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent or as the Administrative Agent or the Required Lenders shall direct; (B) to ask or demand for, collect, and receive payment of and receipt for any and all moneys, claims and other amounts due, and due or to become due at any time, time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part portion thereof and to enforce any other right in respect of any Collateral; (ED) to defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (FE) to settle, compromise or adjust any such suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent or the Required Lenders may deem appropriate; (G) to license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any patent or trademark, throughout the world for such term or terms, on such conditions, and in such manner, as the Administrative Agent (or the Required Lenders) shall in its (or their) sole discretion determine; and (HF) generally to generally, sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s or the Required Lenders option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s, for its benefit ’s and the ratable benefit of the other Secured Parties, Lien therein, in order ’ security interests therein and to effect the intent of this Security Agreement, all as fully and effectively as such Grantor might do. Anything in this subsection to the contrary notwithstanding, the Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for in this subsection unless an Event of Default shall have occurred and be continuing. The Administrative Agent shall give the relevant Grantor notice of any action taken pursuant to this subsection when reasonably practicable; provided that the Administrative Agent shall have no liability for the failure to provide any such notice.
(b) If any Grantor fails to perform or comply with any of its agreements contained herein within the applicable grace periods, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.
(c) The expenses of the Administrative Agent agrees thatincurred in connection with actions undertaken as provided in this Section, except upon together with interest thereon at the occurrence and during rate for Default Interest from the continuation date of an Event of Defaultpayment by the Administrative Agent to the date reimbursed by the relevant Grantor, it will not exercise the power of attorney or any rights granted shall be payable by such Grantor to the Administrative Agent and any officer or employee or agent thereof pursuant to this Section 8 except for the rights granted under clause on demand.
(iid) of paragraph (a) above. Each Grantor hereby ratifies, to the extent permitted by law, ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereofhereof and in compliance herewith. THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 8 IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE.
(c) The powers conferred on the Administrative Agent All powers, authorizations and any officer or employee or agent hereunder agencies contained in this Agreement are solely to protect the Administrative Agent’s, for its benefit coupled with an interest and are irrevocable until this Agreement is terminated and the ratable benefit of the Secured Parties, security interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its affiliates, officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act, except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentcreated hereby are released.
(d) Each Grantor also authorizes the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, and any officer or employee or agent thereof, at any time and from time to time upon the occurrence and during the continuation of any Event of Default, (i) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Grantor in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale provided for in Section 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
Appears in 1 contract
The Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each The Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or employee or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such the Grantor and in the name of such the Grantor or in its own name, from time to time in the Administrative Agent’s or the Required Lenders reasonable discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which document or instrument that may be reasonably necessary or desirable to accomplish the purposes of this Security Agreement Agreement, and, without limiting the generality of the foregoing, the Grantor hereby gives the Administrative Agent and any officer or employee or agent thereof the power and right (but without any obligation of the Administrative Agent to do so)right, on behalf of such the Grantor, without notice to or assent by such Grantor the Grantor, to do any of the following:
(i) to ask, demand, collect, receive and give acquittances and receipts for any and all moneys due and to become due under any Collateral and, in the name of such the Grantor or its own name name, or otherwise, to take possession of and endorse indorse and collect any checkscheck, draftsdraft, notesnote, acceptances acceptance or other Instruments instrument for the payment of moneys due under any Account or General Intangible or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable and Account or General Intangible or with respect to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable;
(ii) to pay or discharge taxes, liens, security interests or other taxes and Liens levied or placed on or threatened against the Collateral (other than Permitted Liens)Collateral, to effect any repairs repair or pay or discharge any insurance called for by the terms of this Security Agreement and to pay (including all or any part of the premiums therefor therefore and the costs thereof; and);
(iii) execute, in connection with any sale provided for in Section 5.1 or Section 5.4, any endorsement, assignment or other instrument of conveyance or transfer with respect to the Collateral; or
(iv) (A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and due or to become due thereunder, thereunder directly to the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent or as the Administrative Agent or the Required Lenders shall direct; , (B) to ask or demand for, collect, and receive payment of and receipt for for, any and all moneys, claims and other amounts due, and due or to become due at any time, time in respect of or arising out of any Collateral; , (C) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (D) to commence and prosecute any suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect the any Collateral or any part thereof and to enforce any other right in respect of any Collateral; , (ED) to defend any suit, action or proceeding brought against such the Grantor with respect to any Collateral; , (FE) to settle, compromise or adjust any such suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent or the Required Lenders may deem appropriate; (G) to license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis(F) generally, any patent or trademark, throughout the world for such term or terms, on such conditions, and in such manner, as the Administrative Agent (or the Required Lenders) shall in its (or their) sole discretion determine; and (H) generally to sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, were Agent was the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s or option the Required Lenders option and such Grantor’s expense, at any time, or from time to time, all acts and things which that the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s, for its benefit ’s security interests therein and the ratable benefit of the Secured Parties, Lien therein, in order to effect the intent of this Security Agreement, all as fully and effectively as such the Grantor might do.
(b) If the Grantor fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.
(c) The expenses of the Administrative Agent agrees thatincurred in connection with actions undertaken as provided in this Section 6.1, except upon together with interest thereon at a rate per annum equal to the occurrence and during highest rate per annum at which interest would then be payable on any past due amount under any Credit Document from the continuation date of an Event of Defaultpayment by the Administrative Agent to the date reimbursed by the Grantor, it will not exercise shall be payable by the power of attorney or any rights granted Grantor to the Administrative Agent and any officer or employee or agent thereof pursuant to this Section 8 except for the rights granted under clause on demand.
(iid) of paragraph (a) above. Each The Grantor hereby ratifies, to the extent permitted by law, ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 8 IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE.
(c) The powers conferred on the Administrative Agent All powers, authorizations and any officer or employee or agent hereunder agencies contained in this Agreement are solely to protect the Administrative Agent’s, for its benefit coupled with an interest and are irrevocable until this Agreement is terminated and the ratable benefit of the Secured Parties, security interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its affiliates, officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act, except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentcreated hereby are released.
(d) Each Grantor also authorizes the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, and any officer or employee or agent thereof, at any time and from time to time upon the occurrence and during the continuation of any Event of Default, (i) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Grantor in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale provided for in Section 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
Appears in 1 contract
Samples: Pledge Agreement (Franklin Credit Holding Corp/De/)
The Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or employee or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, from time to time in the Administrative Agent’s or the Required Lenders reasonable discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all reasonably appropriate action and to execute and deliver any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Security Agreement Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and any officer or employee or agent thereof the power and right (but without any obligation of the Administrative Agent to do so)right, on behalf of such Grantor, without notice to or assent by such Grantor Grantor, to do any or all of the following:
(i) pay or discharge Taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;
(ii) execute, in connection with any sale provided for in Section 7.4 or Section 7.5, any endorsements, assignments or other instruments of conveyance or transfer with respect to ask, demand, collect, receive and give acquittances and receipts the Collateral; and
(iii) (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due and or to become due under any Collateral and, in thereunder directly to the name of such Grantor Administrative Agent or its own name or otherwise, to as the Administrative Agent shall direct; (B) take possession of and endorse indorse and collect any checks, drafts, notes, acceptances or other Instruments instruments for the payment of moneys due under any Collateral Account, Instrument, General Intangible, Chattel Paper or Payment Intangible or with respect to any other Collateral, and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and or all such moneys due under any Collateral whenever payable and Account, Instrument or General Intangible or with respect to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable;
; (iiC) to pay ask or discharge taxesdemand for, liens, security interests or other Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof; and
(iii) (A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys duecollect, and to become due thereunder, directly to the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, or as the Administrative Agent or the Required Lenders shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due, and due or to become due at any time, time in respect of or arising out of any Collateral; (CD) to sign and endorse indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications verifications, notices and notices other documents in connection with accounts and other Documents constituting or relating to any of the Collateral; (DE) receive, change the address for delivery, open and dispose of mail addressed to any Grantor, and execute, assign and indorse negotiable and other instruments for the payment of money, documents of title or other evidences of payment, shipment or storage for any form of Collateral on behalf of and in the name of any Grantor; (F) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part portion thereof and to enforce any other right in respect of any Collateral; (EG) to defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (FH) to settle, compromise or adjust any such suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent or the Required Lenders may deem appropriate; (GI) assign any Patent, Copyright or Trademark (along with the goodwill of the business to license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, which any patent or trademark, such Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner, manner as the Administrative Agent (or the Required Lenders) shall in its (or their) sole discretion determine; and (HJ) generally to generally, sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s or the Required Lenders option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s, for its benefit ’s and the ratable benefit of the other Secured Parties, Lien therein, in order ’ security interests therein and to effect the intent of this Security Agreement, all as fully and effectively as such Grantor might do. Anything in this subsection to the contrary notwithstanding, the Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 8.1 unless an Event of Default shall have occurred and be continuing. The Administrative Agent shall give the relevant Grantor prompt written notice of any action taken pursuant to this subsection.
(b) The Administrative Agent agrees that, except upon Upon the occurrence and during the continuation continuance of an Event of Default, it will not exercise the power Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement for a defaulting Grantor.
(c) The expenses of attorney or any rights granted the Administrative Agent incurred in connection with actions undertaken as provided in this Section shall be payable by such Grantor to the Administrative Agent and any officer or employee or agent thereof pursuant to this Section 8 except for the rights granted under clause within ten (ii10) days of paragraph demand therefor.
(ad) above. Each Grantor hereby ratifies, to the extent permitted by law, ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereofhereof and in compliance herewith. THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 8 IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE.
(c) The powers conferred on the Administrative Agent All powers, authorizations and any officer or employee or agent hereunder agencies contained in this Agreement are solely to protect the Administrative Agent’s, for its benefit coupled with an interest and are irrevocable until this Agreement is terminated and the ratable benefit of the Secured Parties, security interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its affiliates, officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act, except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentcreated hereby are released.
(d) Each Grantor also authorizes the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, and any officer or employee or agent thereof, at any time and from time to time upon the occurrence and during the continuation of any Event of Default, (i) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Grantor in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale provided for in Section 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Amneal Pharmaceuticals, Inc.)
The Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Subject to Section 6(b) below, each Grantor hereby irrevocably constitutes and appoints the Administrative Agent Agent, and any officer or employee or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, from time to time in at the Administrative Agent’s or the Required Lenders reasonable discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives the Administrative Agent and any officer or employee or agent thereof the power and right (but without any obligation of the Administrative Agent to do so)right, on behalf of such Grantor, without notice to or assent by such Grantor to do the following:
(i) to ask, demand, collect, receive and give acquittances and receipts for any and all moneys monies due and or to become due under any Collateral and, in the name of such Grantor or in its own name or otherwise, to take possession of and of, endorse and collect any checks, drafts, notes, acceptances or other Instruments for the payment of moneys monies due under any Collateral and to file any claim or to take or commence any other action or proceeding in any court of law or equity or otherwise reasonably deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys monies due under any Collateral whenever payable;
(ii) to pay or discharge taxes, any liens, security interests or other Liens including, without limitation, any tax lien, levied or placed on or threatened against the Collateral (other than Permitted Liens)Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof, which actions shall be for the benefit of the Administrative Agent and not any Grantor; and
(iii) to (A1) to direct any party person liable for any payment under or in respect of any of the Collateral to make payment of any and all moneys due, and monies due or to become due thereunder, thereunder directly to the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent or as the Administrative Agent or the Required Lenders shall direct; , (B2) to receive payment of and receipt for any and all moneysmonies, claims and other amounts due, and due or to become due at any time, time arising out of or in respect of or arising out of any Collateral; , (C3) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtorsGrantors, assignments, verifications and notices in connection with accounts Accounts and other Instruments and Documents constituting or relating to the Collateral; , (D4) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; , (E5) to defend any suit, action or proceeding brought against such any Grantor with respect to any Collateral; , (F6) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent or the Required Lenders may deem appropriate; , (G7) to license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any patent or trademark, throughout the world for such term or terms, on such conditions, and in such manner, as the Administrative Agent (or the Required Lenders) shall in its (or their) sole discretion determine; and (H) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s or the Required Lenders option and such Grantor’s the Grantors’ expense, at any time, or from time to time, all acts and things which the Administrative Agent may reasonably deems deem necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s, for its benefit and the ratable benefit of the Secured Parties, Lien therein, ’s security interest therein in order to effect the intent of this Security Agreement, all as fully and effectively as such Grantor Grantors might do.
(b) The Administrative Agent agrees that, except upon the occurrence and during the continuation of an Event of Default, it will shall not exercise the power of attorney or any rights granted to the Administrative Agent and any officer or employee or agent thereof pursuant to this Section 8 except for the rights granted under clause (ii) of paragraph (a) above6. Each Grantor hereby ratifies, to the extent permitted not prohibited by applicable law, all that said attorneys attorney shall lawfully do or cause to be done by virtue hereof. THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 8 IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLEThe power of attorney granted pursuant to this Section 6 is a power coupled with an interest and shall be irrevocable until the Secured Obligations are completely and indefeasibly paid and performed in full.
(c) The powers conferred on the Administrative Agent and any officer or employee or agent hereunder are solely to protect the Administrative Agent’s, for its benefit and the ratable benefit of the Secured Parties, ’s interests in the Collateral and shall not impose any duty upon it the Administrative Agent to exercise any such powers. Other than the exercise of reasonable care in the custody and preservation of the Collateral while being held by the Administrative Agent hereunder and to account for all proceeds thereof, the Administrative Agent shall have no duty as to any Collateral, including any responsibility for (a) taking any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral or (b) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Investment Property, whether or not the Administrative Agent has or is deemed to have knowledge of such matters. Without limiting the generality of the preceding sentence, the Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of any of the Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property or if it takes such action as any Grantor reasonably requests in writing at times other than upon the occurrence and during the continuance of any Event of Default.; provided, however, that failure of the Administrative Agent to comply with any such request at any time shall not in itself be deemed a failure to exercise reasonable care. The Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its affiliates, officers, directors, employees employees, agents or agents representatives shall be responsible to any Grantor the Grantors for any act or failure to act, except for its own gross negligence or willful misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction in a final and non-appealable judgmentjurisdiction.
(d) Each Grantor also authorizes the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, and any officer or employee or agent thereof, at any time and from time to time upon the occurrence and during the continuation of any Event of DefaultDefault and after or concurrently with the giving of notice of its intent to exercise its rights under this Section 6(d), to (i) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such any Grantor in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale of Collateral provided for in Section 10 hereof7, below, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
(e) If any Grantor fails to perform or comply with any of its agreements contained herein and the Administrative Agent, as provided for by the terms of this Security Agreement, shall perform or comply, or otherwise cause performance or compliance, with such agreement, the expenses, including attorneys’ fees and costs, of the Administrative Agent incurred in connection with such performance or compliance, shall be payable by the Grantors to the Administrative Agent within ten (10) Business Days of demand and shall constitute Secured Obligations secured hereby.
Appears in 1 contract
The Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or employee or agent thereof, with full power of substitution, as its and its Subsidiaries true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor Grantor, or in its own name, from time to time in the Administrative Agent’s or the Required Lenders reasonable 's discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be reasonably necessary and desirable to accomplish the purposes of this Security Agreement and the transactions contemplated hereby, and, without limiting the generality of the foregoing, hereby gives give the Administrative Agent and any officer or employee or agent thereof the power and right (but without any obligation of the Administrative Agent to do so)right, on behalf of such Grantor, without notice to or assent by such Grantor to do the following:
(i) to ask, demand, collect, receive and give acquittances and receipts for any and all moneys due and to become due under any Collateral and, in the 90 name of such Grantor or Grantor, its own name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other Instruments for the payment of moneys due under any Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable;
(ii) to pay or discharge taxes, liens, security interests or other Liens encumbrances levied or placed on or threatened against the Collateral (other than Permitted Liens)Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof; and
(iii) (A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent or as the Administrative Agent or the Required Lenders shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (C) to sign and endorse indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents documents constituting or relating to the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against such any Grantor with respect to any CollateralCollateral of such Grantor; (F) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent or the Required Lenders may deem appropriate; (G) to license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any patent or trademarktrademarks, throughout the world for such term or terms, on such conditions, and in such manner, as the Administrative Agent (or the Required Lenders) shall in its (or their) sole discretion determine; and (H) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s or the Required Lenders 's option and such Grantor’s 's expense, at any time, or from time to time, all acts and things which the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s, for its benefit and the ratable benefit of the Secured Parties, 's Lien therein, in order to effect the intent of this Security Agreement, all as fully and effectively as such Grantor might do.
(b) The Administrative Agent agrees that, except upon the occurrence and during the continuation of an Event of Default, that it will not exercise forbear from exercising the power of attorney or any rights granted to the Administrative Agent and any officer or employee or agent thereof pursuant to this Section 8 11.8, except for upon the rights granted under clause (ii) occurrence or during the continuation of paragraph (a) abovean Event of Default. Each Grantor The Grantors hereby ratifiesratify, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof. THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 8 IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLEExercise by the Administrative Agent of the powers granted hereunder is not a violation of the automatic stay provided by section 362 of the Bankruptcy Code and each Grantor waives applicability thereof. The power of attorney granted pursuant to this Section 11.8 is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full.
(c) The powers conferred on the Administrative Agent and any officer or employee or agent hereunder are solely to protect the Administrative Agent’s, for its benefit 's and the ratable benefit of the Secured Parties, Lenders' interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its affiliates, officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act, except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentmisconduct.
(d) Each Grantor also authorizes the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, and any officer or employee or agent thereof, at any time and from time to time upon the occurrence and during the continuation of any Event of DefaultDefault or as otherwise expressly permitted by this Agreement, (i) to communicate in its own name or the name of its Subsidiaries with any party to any Contract with regard to the assignment of the right, title and interest of such Grantor in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale provided for in Section 10 hereof, execute any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
(e) All Obligations shall constitute, in accordance with section 364(c)(1) of the Bankruptcy Code, claims against each Grantor in its Case which are administrative expense claims having priority over any all administrative expenses of the kind specified in sections 503(b) or 507(b) of the Bankruptcy Code, subject only to the Carve Out.
Appears in 1 contract
The Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or employee or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, from time to time in the Administrative Agent’s or the Required Lenders reasonable discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all reasonably appropriate action and to execute and deliver any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Security Agreement Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and any officer or employee or agent thereof the power and right (but without any obligation of the Administrative Agent to do so)right, on behalf of such Grantor, without notice to or assent by such Grantor Grantor, to do any or all of the following:
(i) pay or discharge Taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;
(ii) execute, in connection with any sale provided for in Section 7.4 or Section 7.5, any endorsements, assignments or other instruments of conveyance or transfer with respect to ask, demand, collect, receive and give acquittances and receipts the Collateral; and
(iii) (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due and or to become due under any Collateral and, in thereunder directly to the name of such Grantor Administrative Agent or its own name or otherwise, to as the Administrative Agent shall direct; (B) take possession of and endorse indorse and collect any checks, drafts, notes, acceptances or other Instruments instruments for the payment of moneys due under any Collateral Account, Instrument, General Intangible, Chattel Paper or Payment Intangible or with respect to any other Collateral, and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting coll ecting any and or all such moneys due under any Collateral whenever payable and Account, Instrument or General Intangible or with respect to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable;
; (iiC) to pay ask or discharge taxesdemand for, liens, security interests or other Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof; and
(iii) (A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys duecollect, and to become due thereunder, directly to the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, or as the Administrative Agent or the Required Lenders shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due, and due or to become due at any time, time in respect of or arising out of any Collateral; (CD) to sign and endorse indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications verifications, notices and notices other documents in connection with accounts and other Documents constituting or relating to any of the Collateral; (DE) receive, change the address for delivery, open and dispose of mail addressed to any Grantor, and execute, assign and indorse negotiable and other instruments for the payment of money, documents of title or other evidences of payment, shipment or storage for any form of Collateral on b ehalf of and in the name of any Grantor; (F) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part portion thereof and to enforce any other right in respect of any Collateral; (EG) to defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (FH) to settle, compromise or adjust any such suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent or the Required Lenders may deem appropriate; (GI) assign any Patent or Trademark (along with the goodwill of the business to license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, which any patent or trademark, such Tradema rk pertains) throughout the world for such term or terms, on such conditions, and in such manner, manner as the Administrative Agent (or the Required Lenders) shall in its (or their) sole discretion determine; and (HJ) generally to generally, sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s or the Required Lenders option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s, for its benefit ’s and the ratable benefit of the other Secured Parties, Lien therein, in order ’ security interests therein and to effect the intent of this Security Agreement, all as fully and effectively as such Grantor might do. Anything in this subsection to the contrary notwithstanding, the Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for in this subsection unless an Event of Default shall have occurred and be continuing. The Administrative Agent shall give the relevant Grantor notice of any action taken pursuant to this subsection when reasonably practicable; provided that the Administrative Agent shall have no liability for the failure to provide any such notice.
(b) If any Grantor fails to perform or comply with any of its agreements contained herein within the applicable grace periods, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.
(c) The expenses of the Administrative Agent agrees thatincurred in connection with actions undertaken as provided in this Section, except upon together with interest thereon at the occurrence and during rate for Default Interest from the continuation date of an Event of Defaultpayment by the Administrative Agent to the date reimbursed by the relevant Grantor, it will not exercise the power of attorney or any rights granted shall be payable by such Grantor to the Administrative Agent and any officer or employee or agent thereof pursuant to this Section 8 except for the rights granted under clause on demand.
(iid) of paragraph (a) above. Each Grantor hereby ratifies, to the extent permitted by law, ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereofhereof and in compliance herewith. THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 8 IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE.
(c) The powers conferred on the Administrative Agent All powers, authorizations and any officer or employee or agent hereunder agencies contained in this Agreement are solely to protect the Administrative Agent’s, for its benefit coupled with an interest and are irrevocable until this Agreement is terminated and the ratable benefit of the Secured Parties, security interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its affiliates, officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act, except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentcreated hereby are released.
(d) Each Grantor also authorizes the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, and any officer or employee or agent thereof, at any time and from time to time upon the occurrence and during the continuation of any Event of Default, (i) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Grantor in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale provided for in Section 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Dakota Plains Holdings, Inc.)
The Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor Debtor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or employee or agent (including a receiver) thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor Debtor and in the name of such Grantor Debtor or in its own name, from time to time in the Administrative Agent’s or the Required Lenders reasonable discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives the Administrative Agent and any officer or employee or agent thereof the power and right (but without any obligation of the Administrative Agent to do so)right, on behalf of such GrantorDebtor, without notice to or assent by such Grantor Debtor, to do the following:
(i) to pay or discharge taxes or Liens levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor and the costs thereof;
(ii) to ask, demand, collect, receive and give acquittances and receipts for any and all moneys monies due and to become due under or arising out of any Collateral Account or General Intangible and, in the name of such Grantor Debtor or its own name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other Instruments documents or instruments for the payment of moneys monies due under or arising out of any Collateral Account or General Intangible and to file any claim or to take any other action or proceeding proceed in any court of law or equity or otherwise as deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys monies due under or arising out of any Collateral whenever payable and to file any claim Account or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral General Intangible whenever payable;
(ii) to pay or discharge taxes, liens, security interests or other Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof; and
(iii) (A) to direct any party liable for any payment under or arising out of any of the Collateral Account or General Intangible to make payment of any and all moneys due, monies due and to become due thereunder, thereunder directly to the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent or as the Administrative Agent or the Required Lenders shall direct; , (B) to receive, open and dispose of all mail addressed to such Debtor and to notify postal authorities or delivery services to change the address for delivery thereof to such address as may be designated by the Administrative Agent, and (C) to receive payment of and receipt for any and all moneysmonies, claims and other amounts due, due and to become due at any time, time in respect of or arising out of any Collateral; ;
(Civ) (A) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or documents relating to the Collateral; , (DB) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; , (EC) to defend any suit, action or proceeding brought against such Grantor Debtor with respect to any Collateral; , (FD) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent or the Required Lenders may deem appropriate; (G) to license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any patent or trademark, throughout the world for such term or terms, on such conditions, and in such manner, as the Administrative Agent (or the Required Lenders) shall in its (or their) sole discretion determine; and (HE) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s or the Required Lenders 's option and such Grantor’s Debtor's cost and expense, at any time, time or from time to time, all acts and things which the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s, for its benefit and the ratable benefit of the Secured Parties, Lien 's security interest therein, in order to effect the intent of this Security Agreement, all as fully and effectively as such Grantor Debtor might do.; and
(bv) The to execute, acknowledge, deliver and record or file all documents or instruments which may be necessary or desirable to preserve and perfect the Administrative Agent agrees thatAgent's security interest in any Collateral including any financing statement or amendment to or continuation thereof, except upon the occurrence and during the continuation of an Event of Default, it will not exercise the power of attorney or any rights granted amendment to the Administrative Agent and any officer or employee or agent thereof pursuant to this Section 8 except for the rights granted under clause (ii) of paragraph (a) aboveSchedules attached hereto. Each Grantor Such Debtor hereby ratifies, to the extent permitted by law, ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 8 IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLEThis power of attorney is a power coupled with an interest and shall be irrevocable.
(cb) The powers conferred on the Administrative Agent and any officer or employee or agent hereunder are solely to protect the Administrative Agent’s, for its benefit and the ratable benefit of the Secured Parties, interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers powers, and neither it nor any of its affiliates, officers, directors, employees or agents shall be responsible to any Grantor Debtor for any act or failure to act, except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment.
(dc) Each Grantor Debtor also authorizes the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, and any officer or employee or agent thereof, at any time and from time to time upon the occurrence and during the continuation of any Event of Defaulttime, (i) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Grantor in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the any sale or sales provided for in Section 10 hereof8(b) of this Agreement, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
Appears in 1 contract
Samples: Security Agreement (Sunpower Corp)
The Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or employee or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, from time to time in the Administrative Agent’s or the Required Lenders reasonable discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all reasonably appropriate action and to execute and deliver any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Security Agreement Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and any officer or employee or agent thereof the power and right (but without any obligation of the Administrative Agent to do so)right, on behalf of such Grantor, without notice to or assent by such Grantor Grantor, to do any or all of the following:
(i) pay or discharge Taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;
(ii) execute, in connection with any sale provided for in Section 6.4 or Section 6.5, any endorsements, assignments or other instruments of conveyance or transfer with respect to ask, demand, collect, receive and give acquittances and receipts the Collateral; and
(iii) (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due and or to become due under any Collateral and, in thereunder directly to the name of such Grantor Administrative Agent or its own name or otherwise, to as the Administrative Agent shall direct; (B) take possession of and endorse indorse and collect any checks, drafts, notes, acceptances or other Instruments instruments for the payment of moneys due under any Collateral Account, Instrument, General Intangible, Chattel Paper or Payment Intangible or with respect to any other Collateral, and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and or all such moneys due under any Collateral whenever payable and Account, Instrument or General Intangible or with respect to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable;
; (iiC) to pay ask or discharge taxesdemand for, liens, security interests or other Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof; and
(iii) (A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys duecollect, and to become due thereunder, directly to the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, or as the Administrative Agent or the Required Lenders shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due, and due or to become due at any time, time in respect of or arising out of any Collateral; (CD) to sign and endorse indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications verifications, notices and notices other documents in connection with accounts and other Documents constituting or relating to any of the Collateral; (DE) receive, change the address for delivery, open and dispose of mail addressed to any Grantor, and execute, assign and indorse negotiable and other instruments for the payment of money, documents of title or other evidences of payment, shipment or storage for any form of Collateral on behalf of and in the name of any Grantor; (F) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part portion thereof and to enforce any other right in respect of any Collateral; (EG) to defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (FH) to settle, compromise or adjust any such suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent or the Required Lenders may deem appropriate; (GI) assign any Patent or Trademark (along with the goodwill of the business to license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, which any patent or trademark, such Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner, manner as the Administrative Agent (or the Required Lenders) shall in its (or their) sole discretion determine; and (HJ) generally to generally, sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s or the Required Lenders option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s, for its benefit ’s and the ratable benefit of the other Secured Parties, Lien therein, in order ’ security interests therein and to effect the intent of this Security Agreement, all as fully and effectively as such Grantor might do. Anything in this subsection to the contrary notwithstanding, the Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for in this subsection unless an Event of Default shall have occurred and be continuing. The Administrative Agent shall give the relevant Grantor notice of any action taken pursuant to this subsection when reasonably practicable; provided that the Administrative Agent shall have no liability for the failure to provide any such notice.
(b) If any Grantor fails to perform or comply with any of its agreements contained herein within the applicable grace periods, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.
(c) The expenses of the Administrative Agent agrees thatincurred in connection with actions undertaken as provided in this Section, except upon together with interest thereon at the occurrence and during rate for Default Interest from the continuation date of an Event of Defaultpayment by the Administrative Agent to the date reimbursed by the relevant Grantor, it will not exercise the power of attorney or any rights granted shall be payable by such Grantor to the Administrative Agent and any officer or employee or agent thereof pursuant to this Section 8 except for the rights granted under clause on demand.
(iid) of paragraph (a) above. Each Grantor hereby ratifies, to the extent permitted by law, ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereofhereof and in compliance herewith. THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 8 IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE.
(c) The powers conferred on the Administrative Agent All powers, authorizations and any officer or employee or agent hereunder agencies contained in this Agreement are solely to protect the Administrative Agent’s, for its benefit coupled with an interest and are irrevocable until this Agreement is terminated and the ratable benefit of the Secured Parties, security interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its affiliates, officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act, except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentcreated hereby are released.
(d) Each Grantor also authorizes the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, and any officer or employee or agent thereof, at any time and from time to time upon the occurrence and during the continuation of any Event of Default, (i) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Grantor in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale provided for in Section 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
Appears in 1 contract
Samples: Security Agreement (Health Management Associates Inc)
The Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints appoints, during the existence of an Event of Default, the Administrative Agent and any officer or employee or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, from time to time in the Administrative Agent’s or the Required Lenders reasonable discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all reasonably appropriate action and to execute and deliver any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Security Agreement Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and any officer or employee or agent thereof the power and right (but without any obligation right, during the existence of the Administrative Agent to do so)an Event of Default, on behalf of such Grantor, without notice to or assent by such Grantor Grantor, to do any or all of the following:
(i) pay or discharge Taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;
(ii) execute, in connection with any sale provided for in Section 7.4 or Section 7.5, any endorsements, assignments or other instruments of conveyance or transfer with respect to ask, demand, collect, receive and give acquittances and receipts the Collateral; and
(iii) (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due and or to become due under any Collateral and, in thereunder directly to the name of such Grantor Administrative Agent or its own name or otherwise, to as the Administrative Agent shall direct; (B) take possession of and endorse indorse and collect any checks, drafts, notes, acceptances or other Instruments instruments for the payment of moneys due under any Collateral Account, Instrument, General Intangible, Chattel Paper or Payment Intangible or with respect to any other Collateral, and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and or all such moneys due under any Collateral whenever payable and Account, Instrument or General Intangible or with respect to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable;
; (iiC) to pay ask or discharge taxesdemand for, liens, security interests or other Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof; and
(iii) (A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys duecollect, and to become due thereunder, directly to the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, or as the Administrative Agent or the Required Lenders shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due, and due or to become due at any time, time in respect of or arising out of any Collateral; (CD) to sign and endorse indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications verifications, notices and notices other documents in connection with accounts and other Documents constituting or relating to any of the Collateral; (DE) receive, change the address for delivery, open and dispose of mail addressed to any Grantor, and execute, assign and indorse negotiable and other instruments for the payment of money, documents of title or other evidences of payment, shipment or storage for any form of Collateral on behalf of and in the name of any Grantor; (F) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part portion thereof and to enforce any other right in respect of any Collateral; (EG) to defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (FH) to settle, compromise or adjust any such suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent or the Required Lenders may deem appropriate; (GI) assign any Patent or Trademark (along with the goodwill of the business to license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, which any patent or trademark, such Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner, manner as the Administrative Agent (or the Required Lenders) shall in its (or their) sole discretion determine; and (HJ) generally to generally, sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s or the Required Lenders option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s, for its benefit ’s and the ratable benefit of the other Secured Parties, Lien therein, in order ’ security interests therein and to effect the intent of this Security Agreement, all as fully and effectively as such Grantor might do. Anything in this subsection to the contrary notwithstanding, the Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for in this subsection unless an Event of Default shall have occurred and be continuing. The Administrative Agent shall give the relevant Grantor notice of any action taken pursuant to this subsection when reasonably practicable; provided that the Administrative Agent shall have no liability for the failure to provide any such notice.
(b) If any Grantor fails to perform or comply with any of its agreements contained herein within the applicable grace periods, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.
(c) The expenses of the Administrative Agent agrees thatincurred in connection with actions undertaken as provided in this Section, except upon together with interest thereon at the occurrence and during rate for Default Interest from the continuation date of an Event of Defaultpayment by the Administrative Agent to the date reimbursed by the relevant Grantor, it will not exercise the power of attorney or any rights granted shall be payable by such Grantor to the Administrative Agent and any officer or employee or agent thereof pursuant to this Section 8 except for the rights granted under clause on demand.
(iid) of paragraph (a) above. Each Grantor hereby ratifies, to the extent permitted by law, ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereofhereof and in compliance herewith. THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 8 IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE.
(c) The powers conferred on the Administrative Agent All powers, authorizations and any officer or employee or agent hereunder agencies contained in this Agreement are solely to protect the Administrative Agent’s, for its benefit coupled with an interest and are irrevocable until this Agreement is terminated and the ratable benefit of the Secured Parties, security interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its affiliates, officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act, except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentcreated hereby are released.
(d) Each Grantor also authorizes the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, and any officer or employee or agent thereof, at any time and from time to time upon the occurrence and during the continuation of any Event of Default, (i) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Grantor in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale provided for in Section 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
Appears in 1 contract
Samples: Credit Agreement (LendingTree, Inc.)
The Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Subject to Section 6(b) below, each Grantor hereby irrevocably constitutes and appoints the Administrative Agent Agent, and any officer or employee or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, from time to time in at the Administrative Agent’s or the Required Lenders reasonable 's discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or reasonably necessary desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives the Administrative Agent and any officer or employee or agent thereof the power and right (but without any obligation of the Administrative Agent to do so)right, on behalf of such Grantor, without notice to or assent by such Grantor to do the following:
(i) to ask, demand, collect, receive and give acquittances and receipts for any and all moneys monies due and or to become due under any Collateral and, in the name of such Grantor or in its own name or otherwise, to take possession of and of, endorse and collect any checks, drafts, notes, acceptances or other Instruments for the payment of moneys monies due under any Collateral and to file any claim or to take or commence any other action or proceeding in any court of law or equity or otherwise reasonably deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys monies due under any Collateral whenever payable;
(ii) to pay or discharge taxes, any liens, security interests or other Liens including, without limitation, any tax lien, levied or placed on or threatened against the Collateral (other than Permitted Liens)Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof, which actions shall be for the benefit of the Administrative Agent and not any Grantor; and
(iii) to (A1) to direct any party person liable for any payment under or in respect of any of the Collateral to make payment of any and all moneys due, and monies due or to become due thereunder, thereunder directly to the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent or as the Administrative Agent or the Required Lenders shall direct; , (B2) to receive payment of and receipt for any and all moneysmonies, claims and other amounts due, and due or to become due at any time, time arising out of or in respect of or arising out of any Collateral; , (C3) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtorsGrantors, assignments, verifications and notices in connection with accounts Accounts and other Instruments and Documents constituting or relating to the Collateral; , (D4) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; , (E5) to defend any suit, action or proceeding brought against such any Grantor with respect to any Collateral; , (F6) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent or the Required Lenders may deem appropriate; , (G7) to license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any patent or trademark, throughout the world for such term or terms, on such conditions, and in such manner, as the Administrative Agent (or the Required Lenders) shall in its (or their) sole discretion determine; and (H) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s or the Required Lenders 's option and such Grantor’s the Grantors' expense, at any time, or from time to time, all acts and things which the Administrative Agent may reasonably deems deem necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s, for its benefit and the ratable benefit of the Secured Parties, Lien therein, 's security interest therein in order to effect the intent of this Security Agreement, all as fully and effectively as such Grantor Grantors might do.
(b) The Administrative Agent agrees that, except upon the occurrence and during the continuation of an Event of Default, it will shall not exercise the power of attorney or any rights granted to the Administrative Agent and any officer or employee or agent thereof pursuant to this Section 8 except for the rights granted under clause (ii) of paragraph (a) above6. Each Grantor hereby ratifies, to the extent permitted not prohibited by applicable law, all that said attorneys attorney shall lawfully do or cause to be done by virtue hereof. THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 8 IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLEThe power of attorney granted pursuant to this Section 6 is a power coupled with an interest and shall be irrevocable until the Secured Obligations are paid in full (other than contingent indemnity obligations for which no claim has been made that by their own terms survive termination of the Credit Agreement).
(c) The powers conferred on the Administrative Agent and any officer or employee or agent hereunder are solely to protect the Administrative Agent’s, for its benefit and the ratable benefit of the Secured Parties, 's interests in the Collateral and shall not impose any duty upon it the Administrative Agent to exercise any such powers. Other than the exercise of reasonable care in the custody and preservation of the Collateral while being held by the Administrative Agent hereunder and to account for all proceeds thereof, the Administrative Agent shall have no duty as to any Collateral, including any responsibility for (a) taking any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral or (b) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Investment Property, whether or not the Administrative Agent has or is deemed to have knowledge of such matters. Without limiting the generality of the preceding sentence, the Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of any of the Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property or if it takes such action as any Grantor reasonably requests in writing at times other than upon the occurrence and during the continuance of any Event of Default; provided, however, that failure of the Administrative Agent to comply with any such request at any time shall not in itself be deemed a failure to exercise reasonable care. The Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its affiliates, officers, directors, employees employees, agents or agents representatives shall be responsible to any Grantor the Grantors for any act or failure to act, except for its own gross negligence or willful misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction in a final and non-appealable judgmentjurisdiction.
(d) Each Grantor also authorizes the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, and any officer or employee or agent thereof, at any time and from time to time upon the occurrence and during the continuation of any Event of DefaultDefault and after or concurrently with the giving of notice of its intent to exercise its rights under this Section 6(d), to (i) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such any Grantor in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale of Collateral provided for in Section 10 hereof7, below, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
(e) If any Grantor fails to perform or comply with any of its agreements contained herein and the Administrative Agent, as provided for by the terms of this Security Agreement, shall perform or comply, or otherwise cause performance or compliance, with such agreement, the expenses, including attorneys' fees and costs, of the Administrative Agent incurred in connection with such performance or compliance, shall be payable by the Grantors to the Administrative Agent within ten (10) Business Days of demand and shall constitute Secured Obligations secured hereby.
Appears in 1 contract
The Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent Agent, after the occurrence and any officer or employee or agent thereofduring the continuance of an Event of Default, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, from time to time in the Administrative Agent’s or the Required Lenders reasonable discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all reasonably appropriate action and to execute and deliver any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Security Agreement Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and any officer or employee or agent thereof the power and right (but without any obligation of the Administrative Agent to do so)right, on behalf of such Grantor, without notice to or assent by such Grantor Grantor, after the occurrence and during the continuance of an Event of Default, to do any or all of the following:
(i) pay or discharge Taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;
(ii) execute, in connection with any sale provided for in Section 7.4 or Section 7.5, any endorsements, assignments or other instruments of conveyance or transfer with respect to ask, demand, collect, receive and give acquittances and receipts the Collateral; and
(iii) (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due and or to become due under any Collateral and, in thereunder directly to the name of such Grantor Administrative Agent or its own name or otherwise, to as the Administrative Agent shall direct; (B) take possession of and endorse indorse and collect any checks, drafts, notes, acceptances or other Instruments instruments for the payment of moneys due under any Account, Instrument, General Intangible, Chattel Paper or Payment Intangible constituting Collateral or with respect to any other Collateral, and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and or all such moneys due under any Account, Instrument or General Intangible constituting Collateral whenever payable and or with respect to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable;
; (iiC) to pay ask or discharge taxesdemand for, liens, security interests or other Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof; and
(iii) (A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys duecollect, and to become due thereunder, directly to the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, or as the Administrative Agent or the Required Lenders shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due, and due or to become due at any time, time in respect of or arising out of any Collateral; (CD) to sign and endorse indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications verifications, notices and notices other documents in connection with accounts and other Documents constituting or relating to any of the Collateral; (DE) receive, change the address for delivery, open and dispose of mail addressed to any Grantor, and execute, assign and indorse negotiable and other instruments for the payment of money, documents of title or other evidences of payment, shipment or storage for any form of Collateral on behalf of and in the name of any Grantor; (F) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part portion thereof and to enforce any other right in respect of any Collateral; (EG) to defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (FH) to settle, compromise or adjust any such suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent or the Required Lenders may deem appropriate; (GI) assign any Patent or Trademark (along with the goodwill of the business to license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, which any patent or trademark, such Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner, manner as the Administrative Agent (or the Required Lenders) shall in its (or their) sole discretion determine; and (HJ) generally to generally, sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s or the Required Lenders option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s, for its benefit ’s and the ratable benefit of the other Secured Parties, Lien therein, in order ’ security interests therein and to effect the intent of this Security Agreement, all as fully and effectively as such Grantor might do. Other than as required by Section 7.1, the Administrative Agent shall give the relevant Grantor notice of any action taken pursuant to this subsection when reasonably practicable; provided that the Administrative Agent shall have no liability for the failure to provide any such notice.
(b) If any Grantor fails to perform or comply with any of its agreements contained herein within the applicable grace periods, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement, in accordance with the terms hereof.
(c) The reasonable and documented out-of-pocket expenses of the Administrative Agent agrees that, except upon the occurrence and during the continuation of an Event of Default, it will not exercise the power of attorney or any rights granted incurred in connection with actions undertaken as provided in this Section shall be payable by such Grantor to the Administrative Agent and any officer or employee or agent thereof pursuant to this Section 8 except for the rights granted under clause on demand.
(iid) of paragraph (a) above. Each Grantor hereby ratifies, to the extent permitted by law, ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof and in compliance herewith, subject in all respects to the terms hereof. THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 8 IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE.
(c) The powers conferred on the Administrative Agent All powers, authorizations and any officer or employee or agent hereunder agencies contained in this Agreement are solely to protect the Administrative Agent’s, for its benefit coupled with an interest and are irrevocable until this Agreement is terminated and the ratable benefit of the Secured Parties, security interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its affiliates, officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act, except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentcreated hereby are released.
(d) Each Grantor also authorizes the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, and any officer or employee or agent thereof, at any time and from time to time upon the occurrence and during the continuation of any Event of Default, (i) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Grantor in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale provided for in Section 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
Appears in 1 contract
The Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor Loan Party hereby irrevocably constitutes and appoints the Administrative Agent and any officer or employee or agent thereof, with full power of substitution, as its and its Subsidiaries true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor Loan Party and in the name of such Grantor Loan Party, or in its own name, from time to time in the Administrative Agent’s or the Required Lenders reasonable discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be reasonably necessary and desirable to accomplish the purposes of this Security Agreement and the transactions contemplated hereby, and, without limiting the generality of the foregoing, hereby gives give the Administrative Agent and any officer or employee or agent thereof the power and right (but without any obligation of the Administrative Agent to do so)right, on behalf of such GrantorLoan Party, without notice to or assent by such Grantor Loan Party to do the following:
(i) to ask, demand, collect, receive and give acquittances a quittances and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Grantor or Loan Party, its own name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other Instruments for the payment of moneys due under any Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable;
(ii) to pay or discharge taxes, liens, security interests or other Liens encumbrances levied or placed on or threatened against the Collateral (other than Permitted Liens)Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof; and
(iii) (A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent or as the Administrative Agent or the Required Lenders shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (C) to sign and endorse indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents documents constituting or relating to the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against such Grantor any Loan Party with respect to any CollateralCollateral of such Loan Party; (F) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent or the Required Lenders may deem appropriate; (G) to license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any patent or trademarkIntellectual Property, throughout the world for such term or terms, on such conditions, and in such manner, as the Administrative Agent (or the Required Lenders) shall in its (or their) sole discretion determine; (H) to take any reasonable action including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office, the Canadian Intellectual Property Office, or any similar office or agency, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of any Copyright, Trademark or Patent; and (HI) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s or the Required Lenders option and such GrantorLoan Party’s expense, at any time, or from time to time, all acts and things which the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s, for its benefit and the ratable benefit of the Secured Parties, ’s Lien therein, in order to effect the intent of this Security Agreement, all as fully and effectively as such Grantor Loan Party might do.
(b) The Administrative Agent agrees that, except upon the occurrence and during the continuation of an Event of Default, that it will not exercise shall forbear from exercising the power of attorney or any rights granted to the Administrative Agent and any officer or employee or agent thereof pursuant to this Section 8 11.8, except for upon the rights granted under clause (ii) occurrence or during the continuation of paragraph (a) abovean Event of Default. Each Grantor The Loan Parties hereby ratifiesratify, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof. THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 8 IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLEExercise by the Administrative Agent of the powers granted hereunder is not a violation of the automatic stay provided by section 362 of the Bankruptcy Code or a violation of the CCAA stay of proceedings and each Loan Party waives applicability thereof. The power of attorney granted pursuant to this Section 11.8 is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full.
(c) The powers conferred on the Administrative Agent and any officer or employee or agent hereunder are solely to protect the Administrative Agent’s, for its benefit ’s and the ratable benefit of the Secured Parties, Lenders’ interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its affiliates, officers, directors, employees or agents shall be responsible to any Grantor Loan Party for any act or failure to act, except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentmisconduct.
(d) Each Grantor Loan Party also authorizes the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, and any officer or employee or agent thereof, at any time and from time to time upon the occurrence and during the continuation of any Event of DefaultDefault or as otherwise expressly permitted by this Agreement, (i) to communicate in its own name or the name of its Subsidiaries with any party to any Contract with regard to the assignment of the right, title and interest of such Grantor Loan Party in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale provided for in Section 10 hereof, execute any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
(e) All Obligations shall constitute, in accordance with section 364(c)(1) of the Bankruptcy Code and the DIP Charge, claims against each Loan Party in its Case or the CCAA Proceedings, as applicable, which are administrative expense claims having priority over any all administrative expenses, or claims of the kind specified in sections 503(b) or 507(b) of the Bankruptcy Code.
Appears in 1 contract
Samples: Secured Super Priority Debtor in Possession Multiple Draw Term Loan Agreement (Pliant Corp)
The Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or employee or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, from time to time in the Administrative Agent’s or the Required Lenders reasonable discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all reasonably appropriate action and to execute and deliver any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Security Agreement Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and any officer or employee or agent thereof the power and right (but without any obligation of the Administrative Agent to do so)right, on behalf of such Grantor, without notice to or assent by such Grantor Grantor, to do any or all of the following:
(i) pay or discharge Taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;
(ii) execute, in connection with any sale provided for in Section 7.4, any endorsements, assignments or other instruments of conveyance or transfer with respect to ask, demand, collect, receive and give acquittances and receipts the Collateral; and
(iii) (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due and or to become due under any Collateral and, in thereunder directly to the name of such Grantor Administrative Agent or its own name or otherwise, to as the Administrative Agent shall direct; (B) take possession of and endorse indorse and collect any checks, drafts, notes, acceptances or other Instruments instruments for the payment of moneys due under any Collateral Account, Instrument, General Intangible, or Chattel Paper or with respect to any other Collateral, and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and or all such moneys due under any Collateral whenever payable and Account, Instrument, or General Intangible or with respect to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent or the Required Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable;
; (iiC) to pay ask or discharge taxesdemand for, liens, security interests or other Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof; and
(iii) (A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys duecollect, and to become due thereunder, directly to the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, or as the Administrative Agent or the Required Lenders shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due, and due or to become due at any time, time in respect of or arising out of any Collateral; (CD) to sign and endorse indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications verifications, notices and notices other documents in connection with accounts and other Documents constituting or relating to any of the Collateral; (DE) receive, change the address for delivery, open and dispose of mail addressed to any Grantor, and execute, assign and indorse negotiable and other instruments for the payment of money, documents of title or other evidences of payment, shipment or storage for any form of Collateral on behalf of and in the name of any Grantor; (F) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part portion thereof and to enforce any other right in respect of any Collateral; (EG) to defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (FH) to settle, compromise or adjust any such suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent or the Required Lenders may deem appropriate; (G) to license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any patent or trademark, throughout the world for such term or terms, on such conditions, and in such manner, as the Administrative Agent (or the Required Lenders) shall in its (or their) sole discretion determine; and (HI) generally to generally, sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s or the Required Lenders option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s, for its benefit ’s and the ratable benefit of the other Secured Parties, Lien therein, in order ’ security interests therein and to effect the intent of this Security Agreement, all as fully and effectively as such Grantor might do. Anything in this subsection to the contrary notwithstanding, the Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for in this subsection unless an Event of Default shall have occurred and be continuing. The Administrative Agent shall give the relevant Grantor notice of any action taken pursuant to this subsection when reasonably practicable; provided that the Administrative Agent shall have no liability for the failure to provide any such notice.
(b) If any Grantor fails to perform or comply with any of its agreements contained herein within the applicable grace periods, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.
(c) The expenses of the Administrative Agent agrees thatincurred in connection with actions undertaken as provided in this Section, except upon together with interest thereon at the occurrence and during rate for Default Interest from the continuation date of an Event of Defaultpayment by the Administrative Agent to the date reimbursed by the Grantors, it will not exercise the power of attorney or any rights granted shall be payable by such Grantors to the Administrative Agent and any officer or employee or agent thereof pursuant to this Section 8 except for the rights granted under clause on demand.
(iid) of paragraph (a) above. Each Grantor hereby ratifies, to the extent permitted by law, ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereofhereof and in compliance herewith. THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 8 IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE.
(c) The powers conferred on the Administrative Agent All powers, authorizations and any officer or employee or agent hereunder agencies contained in this Agreement are solely to protect the Administrative Agent’s, for its benefit coupled with an interest and are irrevocable until this Agreement is terminated and the ratable benefit of the Secured Parties, security interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its affiliates, officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act, except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentcreated hereby are released.
(d) Each Grantor also authorizes the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, and any officer or employee or agent thereof, at any time and from time to time upon the occurrence and during the continuation of any Event of Default, (i) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Grantor in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale provided for in Section 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Tessco Technologies Inc)
